United Heroes Remix: Spider-Man and Sonic-Fate of Two Worlds RX
by KingFrancisX
Summary: Celebrating the 2nd anniversary of the United Heroes Series is the original crossover that started it all. Re-read Spider-Man and Sonic's first-ever team up, fully remade with better writing and action scenes among other exciting additions. Worlds collide as it's up to these two fun-loving heroes to stop Doc Ock and Dr. Eggman from taking over their respective universes.
1. Prologue: Kindred Evil

_Prologue: Kindred Evil_

**New York City**

It was a peaceful night for the citizens of New York. No major crime happening, no aliens invading, and no cosmic being trying to eat the planet. It was all nice and quiet. That is until something very mysterious happened. All of a sudden, the TVs, the phones, and computers were shorting out. Everything electronic-based was going haywire, out of control, and this was happening across the world. During this crazy worldwide crisis there was another problem. Mysterious ore from outer space was raining down onto the planet. Cosmic rocks of many different types of colors and shapes crashed throughout the environment and causing major trouble. The New York Police Department, also referred to as the NYPD, were dispatched to deal with this sudden mess. They helped as many citizens as they could when they noticed one of the cosmic rocks. One of the officers thought it was a good idea to touch it, and when he did, he feels a strange energy coursing through his veins before immediately dropping it out of fear as he felt his body could explode if he held it any longer.

Somewhere else at an abandoned warehouse, far from all the commotion in the city, is a somewhat obese man wearing a brown coat and a hat. He walks of his little hideout mumbling, "What is all that racket?" until he noticed the cosmic rocks raining to the Earth. A few of the crystals fell down next to the man's shoes. The man reaches out to grab one of these cosmic crystals to ponder its presence.

"Hmmm. I wonder what this could be? Could these be the reason why my machines started acting faulty?" The man wondered.

The coated male walks back into his private high-tech base he built himself with the crystals he found. He puts a green-colored crystal to a machine he could analyze to find out what makes it tick. "Interesting. Never seen energy readings like this before. This material seems to contain an unknown form of cosmic energy. I wonder. Could its power be similar to a Cosmic Cube?" He questioned himself. The mystery man ponders this question for a moment until a sinister smile forms on his face followed by a sinister chuckle. "Yes. This is EXACTLY what I needed to complete a little 'project' of mine. To think the final component to complete my device would appear right outside my doorstep. Just what the doctor ordered." He chuckled sinisterly again.

The mystery scientist grabs the green cosmic crystal from its little machine and walks over to his "little project". That little project happens to be a large circular machine designed for portal usage. With an evil grin on his face, the mystery man inserts the green crystal to his machine and activates his portal device. A purple portal opens in front of the man, a portal that'll lead him to worlds beyond his own, a portal built to lead him to the one world with the resources and people that'll help make his dreams become a reality.

* * *

**Mobius**

**BGM-Shadow the Hedgehog OST-** **E.G.G.M.A.N. (Doc Robeatnix Mix)**

In an unknown location, there is a base that is guarded by several hundred robots. Robots that are powered and shaped like animals and others that look like orange-walking eggs. Inside this high-tech base is the boss of this robot army, an egg-shaped man holding the master plan, wearing glasses, a red jacket, white gloves, and black boots.

Right now that egg man is leaning on his chair behind his computer, bored out of his mind wondering what to do next. "Oh, what should I do now?" He asked himself. "Here I am spending my days thinking of a master plan to destroy my enemies and take over the world but came up with nothing. Don't have any emeralds to abuse. Godlike monsters to control. No echidnas to trick," He then sighs, "Sometimes I wish my plans would just fall out of the sky or something."

**BGM End**

As soon as he finished saying that, a portal open up next to him, startling him to the point of jumping off his chair, "AAAH! Not exactly what I meant! What is going on here?!" He quickly straightens himself to look through the portal like a mirror, which so happens is what the mystery man from before is doing on the other side of the portal.

**BGM-Sonic Unleashed OST-Eggman Land (Theme of Eggman)**

'_Success. My portal device works.' _The mystery man smiled proudly.

"Who are you…and how DARE you open a portal into my base?! I'M the only one who gets to open portals in other peoples' homes!" The egg-shaped man rudely asked the interdimensional portal opener.

The coat-wearing man starts to politely introduce himself to the other person, _'I am the world-renowned scientific genius, Doctor Otto Octavius. And who might you be, good sir?'_

"My name is Dr. Eggman, and I'M the world-renowned scientific genius!" Eggman replied through his ego.

'_Dr. Eggman? Sounds more ridiculous than my alter alias.' _Octavius mocked Eggman's name, which makes his furious to the point of shouting.

"Enough of this! Where are you, and why did you create a portal into my headquarters?!" Eggman shouted at him.

Octavius remained calmed from his sudden outburst, _'I am from Earth, in a city called New York. I was testing my device to hopefully find an ally who would assist me in "other projects".'_

Eggman scratches his head in confusion, "Earth? Never heard of that place before. Are you sure you're not from Mobius, or another planet, or are you from…?"

'_Another dimension? Yes, I am.' _Otto finished for Eggman.

Eggman walks closer to the portal window, "So you are from another dimension, eh? This isn't the first time I have to deal with this. You said you created this dimensional transporter to find an ally, right?" He asked Octavius.

'_That is correct. I've been running low on options in my universe lately, so I decided to create a device to scan the multiverse to find a parallel world with somebody that shares my level of intellect and desires for world domination.' _Octavius replied grinningly.

"Oooh. And how were you able to create such a device?" Eggman asked, sounding more intrigued.

'_With this.'_ Octavius then brings out one of the cosmic crystals he found outside his base.

"What is it?" Eggman asked him while admiring the crystal in Octavius's hand.

'_Not entirely sure myself, but I do know it contains fascinating levels of cosmic energy. Found this bunch outside my base right after my whole planet was raided by this stuff. I'm sure two geniuses like us could figure out what to do with such power.' _Otto smiled.

"Indeed," Eggman smiles in response, starting to take a likening to Otto's character and his world filled with recently rained-down cosmic rocks of untold power, "I believe I was a bit rude before and I would like to apologize for my behavior, Dr. Octavius. It's just that things have been slow here recently involving my plans falling apart thanks to a teenage blue rat I hate so much!"

Octavius smiles, _'Ah, I see you also have to deal with a young upstart that likes to foil your plans for a better world order. Although in my case, it's a kid dressed in a spider costume.'_

"You said before you go under another alias as ridiculous as my name. What is that name, exactly? Eggman asked his dimensional counterpart.

Octavius takes off his coat to reveal his green-and-yellow suit but also something worse, four mechanical arms that clench a few times by his side, _'They call me Octopus. Doctor Octopus.'_

Eggman then shows a huge smile, "Well then, Dr. Octopus. Would you like to come to my dimension to study this new material you've found, while also thinking of ways to use them to destroy our enemies?"

It was then Ock's turn to smile, _'It would be my pleasure, Dr. Eggman. Once we learn more about these rocks, we can use them to conquer both our worlds. And when the heroes find out what we've created….' _

"They won't know what'll hit 'em." Eggman finished with a smile.

The mad doctors of two parallel dimension both shakes hands through the portal, forming a beautiful partnership that'll bring the end for both their worlds and their respective arch-enemies. A start of a new journey begins.

**BGM End**

* * *

**KFX here: Hello everyone. To celebrate the 2****nd**** anniversary of the "United Heroes Series" (first story was published April 4, 2017), I decided to remake/remaster the first (chronological) story of this franchise "Spider-Man and Sonic the Hedgehog: Fate of Two Worlds". The main story will be the same but with better dialogue, action scripts, additional scenarios, etc. Simply a remaster to make this story fit more in line with what's been established in later stories, and because I found the original story could use a needed rewrite. Hope you enjoy this. **


	2. Act 1: A New Adventure Begins

_Act 1: A New Adventure Begins_

**BGM-Marvel's Spider-Man PS4 OST- "Spider-Man"**

**Forest Hills, Queens of New York City**

New York City. Possibly the most famous city in the entire world, and there are a number of reasons why people would say that. The most obvious reason is because it's home to Earth's Mightiest Heroes. Heroes like the all-star superhero group known as the Avengers. Earth's first family of heroes, the Fantastic Four. And the mutant squad of peace that is the X-Men. All these heroes and more protect their world, Earth, every single day, and thank goodness. Two weeks ago, a mysterious event people dubbed "The Pulse" affected the planet and its technology. Billions of cosmic crystals called the "ISO-8" were suddenly scattered all across the world. No one knows the origin of the Pulse or the ISO-8. All they know is the ISO-8 can be very dangerous in the wrong hands. Since their sudden appearance on the planet, every major criminal and super-evil organization spent the last two weeks trying to get their grubby hands on the ISO-8 for their own dangerous agenda. The heroes of Earth answered the call to stop these villains and retrieve the ISO-8 before they could cause a global disaster, or potentially cosmic. Even the top military force in the world, S.H.I.E.L.D, were working hard to stop these bad guys and retrieve the ore from their custody. But there is one hero who would soon find himself in a handful of adventures involving the ISO-8, the kind that could determine the fate of the entire world. A young hero. A 17-year-old teenage boy with powers that are deemed spectacular. Amazing most would call them. That or creepy. And that hero of this story is known as…

'_Peter…_' An elderly, female voice calls out to him, '_Peter…_'

"Um…what?" Peter mumbles in his sleep, unsure if he's dreaming the voice.

'_Peter Parker…You will be important in the coming battles…'_

"Important…?" Peter quoted, still talking in his sleep.

'_Peter…_'

"Peter!" Another female voice calls out to him, now coming from downstairs.

**BGM End**

"Wh-Whaaaaat!?" Peter falls out screaming off his bed, making a mess of his entire bedroom. "Ugh…That was some dream." He said, yawning before heading to the shower.

After taking a quick shower, the boy known as Peter Parker goes to his closet to pick out a blue shirt with long sleeves inside and brown pants. He then picks up his backpack full of books and then goes downstairs, where an old, but sweet lady is waiting for him by making breakfast.

"Good morning, Aunt May. How are you doing?" Peter greeted his aunt, the only family member he has left in his life.

His aunt replies him with a warm smile on her face, "I'm doing fine, Peter. Now eat your breakfast. You don't want to be late for school, now do you?"

Peter sits on a chair while bringing out his fork, "That's the reason why I woke up earlier, so I won't be late for school." He then starts eating his breakfast.

"Well I'm glad, Peter. I always hear that you arrive late to school. Is it because of your job at the Daily Bugle, or is it your internship with Stark Industries?" She asked him.

Peter finishes his breakfast before replying, "It's related to those things, yeah." The brown-haired kid gets up from his chair and heads towards the front door, "Anyways, I'm leaving now Aunt May. I'll be back soon."

"Stay safe, Peter!" Aunt May said, walking up to her nephew for a kiss to the cheek. "And be careful! Things have been really dangerous since the Pulse two weeks ago!" She warned him.

"I know, Aunt May! Take care! Bye!" He said good-bye to his old aunt before walking to school alone.

May smiles as she watches her only nephew walk to school, but as soon as he leaves her sight, her smile slowly disappears. "Take care, Peter. I hope nothing bad happens to you. You're all I have left since Ben passed away." She said with those sad eyes before heading back inside to the kitchen.

* * *

**BGM-Warbly Jets-Alive**

'_Hmmmm.'_ Peter thinks to himself while waiting for the bus. _'You know. I COULD wait for the bus to pick me up. Or…' _He smirks before running to an empty alley near him, _'I can get to school the much faster, cooler way.'_

In just a few seconds, a silky webline attaches to a wall. Immediately after, Peter swings up around in a red-and-blue spider costume, through the skies and passing birds while performing aerial flips and tricks to show off "Now this is how you travel in style! Honestly don't know why I only NOW want to take the bus! Guess I wanna prove I'm still human. Sort of. At heart, definitely." Peter talked to himself as he continues swinging freely. "Ya know, I only have an hour left before class starts. Maybe I could use this time to have a little fun." He then hears sirens coming from police cars below him heading to the response of a crime in progress. "Lo behold. This is what I call service! Woohoo!" He screams joyfully following the police cars to where the danger is at.

**BGM End**

* * *

**Manhattan, New York**

"C'mon, c'mon! Get all the money, NOW! The cops will be here soon!" One tall robber rushed. He and his short partner in crime are currently robbing a bank, a bank with a dozen people that quickly became their hostages.

"I'm hurryin'! I'm hurryin'!" His partner sweated, putting the last of the stacks of cash in their money bags. He tugs on a few behind his back, "Okay, I'm done! Let's get out of here!"

"Ummm…" One of the elderly hostages started to speak up. "Will you let us go now? You have the money."

"Once we escape from the police, sure," The tall robber said, "So in the meantime…" He gets closer to the hostage, pointing his gun to the now scared hostage's head. "Sit tight and don't make any sudden moves, because no one is comin' to rescue you."

"I beg to differ." A mysterious voice says.

"Who said that?!" The tall robber asked frantically. From the ceiling, two weblines yanks the robbers' guns away before they even had time to react, "Who'd the…?!"

His nervous partner scarily pats his partner's shoulder to get his attention, "Boss, look! It's…" He points to Peter in his spider costume dropping down from his upside down webline.

**BGM-Ultimate Spider-Man Game OST- "Spider-Man Hero"**

"Your friendly neighborhood Spider-Man, at your service." Spider-Man introduced himself with a playful bow.

"Spider-Man!"

"He's here to save us!"

The hostages cheer in joy, relived that New York's very own famous, web-slinging vigilante has come to save them. The robbers, however, had quite the opposite reaction, more scared and frustrated that Spider-Man is here to rob them of their robbery.

"Tsk. I don't have time to deal with this bug." The tall one said before getting sprayed by a splash of webbing all over his face thanks to Spider-Man's trusty Web-Shooters.

Peter lightly chuckles, "Bug, really? Dude, are you that uneducated? I've been Spider-Man for about two years now and you still don't know the difference between bugs and arachnids." The web-slinger easily avoids a punch from the blinded man, then pulls him into his fist by a web yank, knocking him out. "You know what. I'm not even going to waste my time to explain the difference to you. I'll let the police handle that."

Spidey takes a quick look at that the guy's scared partner, who then quickly puts his hands up as he knows he doesn't stand a chance against the wall-crawler and his amazing powers. "I surrender!" He gave up, allowing Peter to web-tie him up for the police.

"Thanks man. Why can't all crooks be like you? It'd make my job a lot easier." Peter joked before freeing the hostages.

**BGM End**

"Thank you, Spider-Man. The Daily Bugle is wrong about you. You are a hero." The elder manager of the bank complimented Peter, which makes him smile behind his mask.

"Very kind. Now if only the rest of New York can feel the same way." Peter replied as he hears the police coming closer. "Welp, gotta run. Stay safe, people." He leaves the bank the same way he came just as the police starts barging in confused to find the hostages have already been freed and the criminals have been webbed up. One of the officers walks up to one of the webbed robbers to find a sticky note that reads, "FROM YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN"

"Man, that felt good." Spidey told himself as he swings above the crowded streets of Manhattan. "And I still have 30 minutes left before class. Today is coming up Spidey. I'm just glad I don't have to deal with A.I.M., or HYDRA, or the Kingpin. God knows how busy I was during that mess after the Pulse two weeks ago. Things are finally calming down, until I have to get pictures for Jameson. Now to head to class and hopefully won't have to deal with anything crazy."

As the amazing web-slinger continues doing what he does best, which is swinging, he hears his cellphone ringing and vibrating from his costume. He takes out his phone to see he's being called by an unknown person. "I wonder who's calling me?" He then answers the phone. "Hello, who is this?"

'_Parker! I need your help!'_ A gruff voice of a familiar black man greets him.

"Hey, I recognize that gruff voice. How're you doing, Fury?" Spidey jokingly responded to Nick Fury, Director of SHIELD.

'_No time for jokes, Parker. I have an assignment for you.'_ Fury tells him.

"Can it wait? I have class soon. Why don't you ask someone else, like the Avengers?" Peter asked.

'_Not an option, Parker. They're still busy collecting that new isotope from an A.I.M. base in Europe.' _Fury answered.

"You mean the ISO-8 Tony Stark and Reed Richards having been calling it for a while now?" Peter asked.

'_Yes, the ISO-8.' _

Peter stops swinging and lands on a roof to have a better conversation with the one-eyed director, "So why me and not one of your SHIELD buddies?"

'_Got intel one of your old sparring partners, Dr. Octopus, have been missing for two weeks. We're led to believe that he's planning something dangerous with the ISO-8.' _Fury informed him of one of Spider-Man's oldest enemies, Doctor Octopus, is up to no good again.

"Doc Ock? Okay I get it. You want me to track him down and stop whatever heinous plan he has cooked up, right?" Peter guessed correctly.

'_That's correct. Now do whatever it takes to find him and stop him. The ISO-8 is still very new to us, but what we do know that it's very dangerous in the wrongs hands, especially in the multiple hands of a genius like Octavius.' _Fury said.

"Alright, alright. I'm on it, Fury. But if I run late to class, you're gonna right me a note." Peter joked.

'_Fine. Good luck, Spider-Man.'_ Fury said before hanging up the call, leaving Spider-Man with the task to find Doc Ock.

"Okaaay. Now where should I start?" Spidey asked himself while scratching his confused head. "Probably should've asked Fury for more information before he hanged up. I really hope this doesn't make me late for school, which has technically become a norm for me. Really wish it wasn't. I've been making Aunt May worry sick when I'm out here doing my hero thing. Worst part is that she doesn't KNOW I've been doing this for two years behind her back," Peter sighs, "Maybe one day I'll tell her, but now I need to focus finding Doc Ock. So where should I start looking?" He again asked himself, pondering any possibly locations Ock could be hiding, but since this is New York, he could be anywhere.

'_Go to abandoned Warehouse 95 at the docks.' _That same mysterious voice from before talks to him in his mind, startling the young hero.

"Whoa! Who said that?!" He asked but gets no response at all. "Great. I'm hearing things. Am I going mad? That voice said something about a warehouse at the docks. Could that be where Ock's is hiding? I know it's not a good idea to listen to the voices in your head, but I don't really have any other option."

Spider-Man shoots out a web from his web shooters and starts swinging. "Okay then. Let's make this quick. Warehouse 95, here I come!" He swings and zips over the city to the warehouse where Octavius could possibly be hiding.

* * *

**The Docks**

Peter arrives at the empty docks placed at the edge of the city. "Okay, Warehouse 95. Where are you?" After a moment of searching, the young hero quickly spots an abandoned warehouse with the number "95" faintly painted on it.

"Jackpot." Peter quietly said to himself. The sneaky spider sneaks into the warehouse through an air vent. Once inside the high-tech that proves Ock was here, he crawls on the ceiling and uses his trusty Spider-Sense to help him avoid any traps and detect Doc Ock, but so far this place seems empty of life. "I'm not picking anything up with my spider-sense, so I guess Ock isn't home." He confirmed, still a bit uncertain.

Spidey drops down to floor, carefully and silently of course. "This is Ock's lab, but where is he?" The spider hero search around for Ock for a bit until he comes across his Convergence Device.

"What's this?" Peter asked himself. He does his best analyzing the machine, finding out what it does by pressing every button on the control panel and prays it won't self-destruct. "It looks like some sort of portal device powered by the ISO-8. Crazy what that stuff can do. Looks like it was used just recently. Wonder why Ock built this thing? To make it easier carrying the groceries? Doesn't he have six arms for that?" He joked.

He presses another button, this time opening a portal to unknown territory. "Okay. Guess I did something." He gets closer to the portal, standing before it's mysteriousness. "I wonder where this thing leads? Wherever it takes me, I hope it's not too far from here. Maybe it's New Jersey? Guess I'm gonna find out." He said as he jumps through the portal in his mission to find Doc Ock. Unaware to the web-slinger, his destination will take him to new territory completely out of his dimension.

* * *

**Emerald Coast, Station Square on the planet Mobius**

**BGM- Sonic Mania Adventures OST-Discovery**

The portal opens above dry land next to a beautiful coast with blue skies close to some rocky structures and a bridge. Spider-Man jumps down from the portal, perking up to find himself in completely new environment that confuses him a bit. "This doesn't look like New Jersey. Where am I? I don't see Doc Ock anywhere. Only water, a bridge, and a…" The webhead's immediately cut off by his spider-sense, telling him to avoid a jumping orca that almost ate him while he was on the bridge. "A giant whale! Yikes!" He shouted as he successfully avoids the orca. "Whew. That was a close one. Alright, Spidey, gotta focus. Doc Ock's around here somewhere. First things first, gotta find out where I am and find some clues."

Peter continues exploring his new coastal surroundings, avoiding some of the local traps that were plastered all over the place. "Yeesh. Who designed this place? Kraven? Has he ever been to a beach before?" He jokes.

He swings over the beach setting until his spider-senses something below him. "Hmm?" He looks down then drops down in front of a mysterious, glowing blue gemstone with a brilliant cut on the grass. "What's this?" He picks up the blue emerald to his hand. Just from simply touching it he feels some incredible power that makes his arm hairs straighten up. "Whoa...Whatever this thing is, it's giving off some CRAZY energy that it's making my spider-sense dance like it's during senior prom. Maybe it's another variation of the ISO-8. Not sure but I'll keep it until I can find my way back to New York." He said, putting the emerald in his backpack.

After some more exploring, Spider-Man finally notices the main beach resort and people having fun in the sun outside of a hotel. "Finally, civilization! Should probably change out of my costume so people won't see me as weird." He takes off his costume and puts on back his normal civilian clothes he kept inside his backpack. "Good thing I brought my backpack with me. God knows I don't have the money to buy any new clothes."

A few seconds later he is now plain old Peter Parker wearing his costume behind his clothing. "Now to check in." He smiled as he makes his way to the resort building.

**BGM End**

* * *

**Unknown location of the Doctors' Base**

Dr. Octopus have been spending the last two weeks working with his new interdimensional partner, Dr. Eggman to come up with one extraordinary scheme that'll help them conquer their respective worlds. During their wonderful time together, they have created hundreds of octobots and badniks that are now powered by their own ISO-8 shards Ock secretly collected from Earth. The doctors have been spending a great deal of time researching the ISO-8 to see how they could use them to their utmost potential.

"Look at these readings on the ISO-8, Otto. Truly outstanding." Eggman told his partner while analyzing the cosmic material.

"Indeed. The ISO-8 is some form of weaponized spacetime. A very powerful cosmic substance that acts as the perfect catalyst for anything it's combined to. No matter what you combine it with, it amplifies the properties or traits of the substance's original form." Otto explained.

"No kidding. The ISO-8 has multiplied the abilities of our mechs, and we've been only experimenting with the shards. They're like an energy intensifier the likes of which I've never seen." Eggman grinned, pleased that even with small ISO-8 crystals, their mechs have grown serviceably powerful.

"And from what I observed from Earth, there are different variants of ISO-8 out there, each with their own special properties and enhancements." Otto said.

"This stuff is incredible! The ISO-8 is LIMITLESS in potential! If enough is harnessed, nothing can stop us from causing a large scale dimensional takeover, and we still haven't even scratched the surface!" Eggman grinned joyfully, so happy he got his hands on material brimming with cosmic potential.

"I never would've imagined something like this existing in my world." Otto remarked.

"It's rare to find stuff like this every day. The only other material that could match these are the Chaos Emeralds." Eggman said.

"Chaos emeralds?" Otto asked curiously, wanting to know what "Chaos Emeralds" are.

Eggman shows his partner a hologram of seven differently-colored emeralds, "You see, there are seven mystical gems that exist in this world, each containing limitless amount of energy. Once you have all seven, ultimate power is yours to command!"

"Ah. So your world has your own Infinity Stones." Otto compared the cosmic items known as the Infinity Stones from his world with the Chaos Emeralds.

"Yes. Whatever those are." Eggman replied, not sure what Infinity Stones are. "I've acquired the Chaos Emeralds multiple times to power up my machines for world domination, but Sonic always shows up to get in the way. But, if we collect enough of the ISO-8 and use them in conjunction with the Chaos Emeralds, we'll be unstoppable!"

"Then I guess we should start collecting those Chaos Emeralds then before this Sonic finds them and puts a huge halt in our plan. We must find them now to make our chances of victory 100%!" Otto highly recommended they get to work finding the Chaos Emeralds and collecting more of the ISO-8.

The egg planner checks his computer to locate a Chaos Emerald. "It would seem that one chaos emerald is moving through Station Square. Let's send a pack of robots to retrieve it." Eggman recommended. "Oh, for once, I'm hoping Sonic shows up so he could witness firsthand the improvements I've made to my badniks. Surely he'll be surprised by their power." The egg doctor grinned maliciously.

"I doubt even Spider-Man can stop what we have in stored." Octavius grins sinisterly before they both share an evil maniacal laugh as a handful of their robots fly towards Station Square.

* * *

**Mystic Ruins, Mobius**

**BGM- Sonic Adventure OST-It Doesn't Matter (Instrusmental)**

Mystic Ruins A peaceful but large jungle where an ancient temple resides that was once the home to an ancient civilization that was wiped out by a water god several thousand years ago. All was quiet and calm until a certain sonic boom was heard, and with it a blue blur passing by the train station at supersonic speeds. That blue blur is known as the world-famous freedom fighter, Sonic the Hedgehog. An anthropomorphic blue hedgehog that loves adventure and hates injustice, often racing to clash with his arch-nemesis, Dr. Eggman, to stop his plans for world domination. This speedy little hero just returned from one of his adventures and is on his way to his best friend's workshop to check up.

Sonic opens the door to see his favorite two-tailed fox companion, Miles Prower, but everyone just calls him Tails. "Hey Tails, how ya doing?" The blue hedgehog asked his best friend.

Tails turns around from his chair and smiles, happy to see his best friend is back, "Hey Sonic, I'm glad you're here. Check this out." He happily runs up to show Sonic his newest invention.

"What is it?" Sonic asked his fox friend.

"I call it the Miles Electric, a multi-functional electric handheld device that can be used for video communication and a bunch of other stuff. It can even be used to track down the Chaos Emeralds." Tails explained his newest invention to his pal.

"Sweet," Sonic gives him a proud thumbs up, "That would make finding them a whole lot faster, and you know I like to do things fast."

Tails chuckles, "I know, I know. Anyways let's test this baby out." He turns on the device to reveal the location of a Chaos Emerald. "Hey look, I have the location of a Chaos Emerald."

"Do you know where it's at?" Sonic asked him.

"It appears to be in Station Square and on the move." Tails checked.

"Sounds like someone thought it was jewelry and decided to buy it. That's not going end well for them." Sonic shrugged, shaking his head.

**BGM End**

Tails takes a closer look back at his device to see some unknown energy signatures, slowly getting him worried, "Uh, Sonic. I think you may be right about that. Check this out."

Sonic walks up next to Tails and his device. "What are those things?" The blue hero asked.

"They appear to be robots, but I'm picking up a very strange energy reading the likes I never seen before. And it would look like they are going after the Chaos Emerald." Tails noticed.

"Sounds like Eggman is up to no good again. Can I borrow this Tails?" Sonic asked him politely.

"Sure, here you go." Tails gives him his emerald-finding handheld.

"With this, I can go find the person who's about to be in trouble fast." Sonic said, hurrying out the door.

"Sonic! You sure you don't want to call the rest of the Freedom Fighters?! This might be a little tough for you! Tails shouted at him.

"Don't worry, Tails! I'm sure I could handle this by myself, no problem!" He smiled to assure his little bro everything will be alright, dashing off to Station Square to begin a new adventure that'll have two different heroes from two different dimensions meeting for the first time ever.

* * *

**KFX Here: No more anime-style previews for this, mostly because this story has already been done before. Like I said before, this remake will change a few things from the original story that'll make things a lot easier to understand like for instance the ISO-8 and have Tails fight a little more. To have a little more fun, an in-universe for why the story of "Fate of Two Worlds" is being altered slightly: Dr. Doom's Genesis Wave from "Exo War". While the original purpose of the wave was to fuse the universes, it did slightly alter the past like this one for example, leaving open for future remakes. **


	3. Act 2: Heroes Unite

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! I was on my way to school when Nick Fury called me. He told me my multi-armed arch-enemy, Doc Ock has gone missing and is probably planning something big with the ISO-8. I tracked him down to an abandoned warehouse where I found a portal machine that transported me to the beach I've never been before. While I would love to relax, I gotta find Ock, and I won't rest until I bring him in.**

**BGM End**

* * *

_Act 2: Heroes Unite_

**The Hotel at Station Square**

**BGM-Sonic Adventure OST-Welcome to Station Square**

Peter enters the hotel at Emerald Coast in his normal clothes to gather clues where Doc Ock could be hiding, and more importantly where exactly Peter is himself. As he walks around the building, Peter notices something very odd going on around him. He walks pass a couple of humans entering and exiting the hotel, but that's not the odd part. The odd part is that he's also walking pass people who don't look like ordinary humans. Instead, these specific people are walking, talking, anthropomorphic breathing animals of many different shapes and sizes, some interacting with other humans like it's normal. Mobians, the general populace refers to these talking animals.

_'Ooookay. I can confirm I am NOT in New Jersey.' _Peter stands with a confused look on his face to see animals and humans living together in the same environment._ 'Am I in Mutant Town? These guys don't look like mutants. Inhumans maybe? Aliens? Am I even on Earth anymore?' _He asked himself in his thoughts. Lost in this seemingly new world, Peter does the smart thing and goes for help. He walks to the front counter to talk to one of the employees that works here. "Hello! Can anyone help me here?!" Peter kindly requested.

"One moment, please!" A voice is heard from the back room. Coming out from the back room is an elderly mobian squirrel with white hair and glasses that shares a strange resemblance to a man named Stan Lee. Stan the Squirrel walks up to the counter to help the confused hidden hero, "How may I help you, son?"

"Yeah, um, can you tell me exactly where I am? I'm sort of lost." Peter asked, still bewildered by the fact he's talking to a talking squirrel. Not sure why though since he's used to meeting with strange people all the time in his life as Spider-Man.

"You're in Station Square, boyo." Stan replied.

_Station Square? I don't recall Pittsburgh being run by talking animals.' _Peter thought before he talks back to the mobian. "Do you have a map of the globe? I want to check out something." He asked him.

"Sure thing, kid." Stan kneeled down to one of the drawers to pick out a map for Peter. "Here it is. One map of the planet Mobius."

'_Mobius!?' _Peter practically yelled in his head. _'I really am on another planet!' _Still with a confused, surprised look on his face, Peter picks up the map, "Uh, thank you, mister."

"No problem, kid. Stay safe. And remember what I always say: Excelsior!" Stan smiled as Peter went out the door to this unfamiliar city.

* * *

**Station Square**

Station Square. A heavily populated city famous for many attractions including an amusement park, a hotel, restaurant, and a casino. Peter explores the city while looking down on the map he was given. He notices the planet Mobius looks very similar to Earth but all the major cities and countries are different from his homeworld.

"Apotos, Mazuri, Spagonia…" He reads some of the famous cities of Mobius. "Heck, this Empire City sounds and looks a lot like New York City. This world even has its own version of S.H.I.E.L.D. called 'G.U.N.' and their own Avengers called the 'Freedom Fighters'?" Peter takes one big sigh as he begins to piece everything together. "Good job, Parker. You didn't just end up on another planet. You stumbled upon a parallel dimension! Great! Fantastic! The only problem is how the heck am I going to get back home?" He asked himself.

The spider hero takes a moment to stop on his tracks to ponder his next move. "The better question is why Doc Ock built a dimensional transporter? What does he want here?" His eyes quickly open up after he gets an idea. "Wait a minute. Of course! If I can find Ock, then he must have something to teleport me back to Earth. But I still have no idea where he is."

Peter then gets the strange notion to take out the blue emerald he found at Emerald Coast. "Maybe this thing might help. I can use it to build an ultra-powerful GPS to find a mad, six-armed scientist anywhere on the globe. That can work, right?" He asked jokingly, but a bit unsure.

**BGM End**

Just then, his spider-sense tingles, "Whoa. What's tingling my spider-sense?"

**BGM- Sonic Adventure OST- Zero the Chase-Master**

His warning sense points a small army of differently-shaped robots approaching the young web-slinger, surrounding him and a few dozen of terrified, screaming civilians. _'Just my luck. Robots. Why aren't women this attracted to me?' _Peter joked until he notices something familiar about some of the deadly robots. _'Wait, some of these bots look like Octobots. That means Doc Ock is in this dimension. But I don't recognize the other robot animals or the…egg-shaped robots. Eggbots? That doesn't fit the animal motif.'_

One of the Egg Pawns start to talk while pointing their blaster at Peter with a demand, **"Give us the Chaos Emerald."**

"Chaos Emerald?" Peter responded before turning to the blue gem in his hand. _'Guess this is what they want.'_

"**We asked again. Surrender the Chaos Emerald or you will be terminated." **The Egg Pawn demanded.

"Can't I give you guys something else? Like an oil smoothie, or my loose change, assuming I have any." Peter joked while thinking of a plan to stop them and save the town.

The egg bot fires a shot at Peter, who barely avoids it while acting like a normal civilian to not tip his secret identity to the populace, _'Can't fight back. Not with these people around me. I need a distraction and fast, like Quicksilver fast, but what to do? Think, Peter, think.'_

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Sonic Appears**

The badniks aim their weapons at Peter and the other defenseless civilians and are ready to fire. Within a few seconds, blue hurls begin to appear circling around in the air. Peter looks around puzzled before his attention is drawn to a familiar blue hedgehog standing on top of a rooftop.

"What an awesome parade. Can I join?" The hedgehog smiled.

"W-What the…" Peter stands in shock after the arrival of a small blue hedgehog wearing shoes and can apparently run at the speed of sound.

The badniks and the octobots immediately turn their attention to the hedgehog and begin firing everything they got at him. The blue hero continues smiling as he quickly starts dispatching the robots with his speed and various spin attacks that can home in on his targets for an attack, saving the civilians in the process as they cheer him on.

"Who is that guy?" Peter asked a woman next to him.

"That's Sonic the Hedgehog of the Freedom Fighters! He's the world's fastest hedgehog!" The woman replied, smiling.

'_A blue talking hedgehog that can run as fast as Quicksilver? How did my life get so much weirder than it already is?' _Peter joked.

Sonic kicks down an Egg Pawn before he spots more robots showing up. "Everyone! Get to a safe place! I'll take care of these nuts n' bolts!" Sonic orders the civilians to run away, something Peter follows with a nod, leaving the grinning hedgehog with the robots. "All right! Who wants some?" He taunted before he continues the fight against the deadly machines.

**BGM End**

Thanks to Sonic, Peter is free to run to the nearest alleyway to change into his costume. "Can't let that guy have all the fun, Looney Tunes character or not." He takes off his clothes to reveal his Spider-Man costume underneath, putting his clothes in his backpack but leaves the Chaos Emerald with him since it's too dangerous to leave alone. "This might not be my dimension, but that doesn't mean I can't help out. Especially when Doc Ock might be a part of this." Now equipped with his costume and web-shooters, Spider-Man swings out of the alleyway to help Sonic battling the killer robots.

**BGM-Spider-Man Unlimited Game OST-Gameplay A**

Back with Sonic, the speedy blue hero seems to be holding his own against these powerful mechs. "Sheesh. You guys are tough. Way tougher than usual. Wonder if it has to do with that weird energy Tails was talking about." He said, remembering his buddy Tails told him the robots have been upgraded with some weird energy. The blue hedgehog swiftly dodges a laser beam from one of the octobots' tentacles. "These octopus-looking badniks don't look like anything Eggman has ever built. I wonder what's going on?"

While he was distracted, another octobots wraps its tentacles around Sonic's limbs so he won't run away, "Hey, let go!" He struggles to get out of the robot's grip, finding its arms pretty strong to break free. "Man, this thing just won't let me go!"

"Hold on! Gotcha covered!" A familiar hero's voice enters the ears of Sonic.

"Huh."

Just then, a web line hits the octobot grabbing Sonic and is then yanked to a car to blow up, freeing the blue blur. Sonic looks around to see it was Spider-Man who came to his rescue. "You okay?" Spidey asked the young hedgehog.

"Yeah, I'm fine. Thanks for the help. Thought I was a goner. Who are you supposed to be?" Sonic asked the webhead.

"I'm your friendly neighborhood Spider-Man." Spider-Man answered.

"In those tights?" Sonic teased.

"Why does everyone talk crap about my costume?" Spidey mumbled to himself.

Their conversation had to be cut short as more robots are looking to fight the heroes. Sonic grins, "So Spidey. Want to help me take out the trash?"

"As long as it doesn't involve any puke, I'll be glad to help." Spidey joked back as they work together to take down the robots.

**BGM End**

* * *

**Back at the Doctors' Unknown Base of Operations…**

Eggman was busy monitoring his holographic screen of the current progress of his mechs retrieving the Chaos Emerald from Station Square when he spots very two somethings that utterly terrifies him. "Otto, I think you need to see this!" He told his octopus friend who was in the middle of researching the ISO-8 and drinking coffee.

"What is it, Ivo?" Octavius walks over to his partner with his coffee mug to see what's all the hubbub is about. When he stands next to Eggman and checks the screen, he spits out his coffee after being surprised of Spider-Man's sudden appearance in Mobius. "Spider-Man!? Here?! How?!" He exclaimed.

"I don't know, but he's working with Sonic destroying our mechs!" Eggman added.

"Damn it!" Octavius slams his fist on the desk. "I didn't think I had to deal with Spider-Man so soon! With him and Sonic working together, they will surely ruin our chances of retrieving the other Chaos Emeralds!"

"Then we must immediately look for the next one!" Eggman suggested. "While those two are busy destroying our robots at Station Square, we can use this opportunity to find the next one."

"Great idea. Do you know where the next one is, Ivo?" Otto asked him.

"Hold on, give me a second." Eggman checks his computer to find the location of the next Chaos Emerald. "Here it is, in Water Palace Zone!" An image pops up to reveal some sort of water palace called Water Palace Zone.

"So the next emerald is there, then?" Otto asked him.

"Yes it should be. Now we should hurry. Those good-doers are almost done demolishing our robots." Eggman hurried.

"Agreed. Let's go." Otto replied. The evil doctors hop onto the Egg-Mobile, now big enough to Doc Ock as they leave their base to find the next Chaos Emerald.

* * *

**Back in Station Square**

**BGM-Spider-Man Unlimited Game OST-Boss!**

Back with the red-and-blue hero duo, they seem to be doing a good job working as a team destroying the robot squad.

"Whoops. Sorry. You ain't catching me with those icky tentacles again!" Sonic jokes around while avoiding the tentacles of the Octobots. With a couple of homing attacks and some stellar quick kick action, he destroys his batch of slow robots.

Meanwhile, Spider-Man punches through an Egg Pawn, revealing its wires, oil and metal components, "These are some rotten eggs. They're all oily and still have the shells. Not good for one's protein." He joked around, sliding under another Egg Pawn and web-throwing it at a few Motobugs.

"I think that's it." Spidey said to Sonic, thinking the robot army are finished.

"You think so?" Sonic asked him.

On que, Peter's Spider-Sense tingles, "Nope."

The spider and the hedgehog turn around to be confronted by one of Eggman and Ock's newest creation: The Octorobo! A large mech that resembles Tony Stark's Hulkbuster but with a purple-and-blue color scheme and is octopus-themed judging from its octopus-looking head and backpack tentacles, all powered by the ISO-8.

"A Super Badnik! This should be fun!" Sonic coolly wipes his nose, ready for some more fun.

"That looks like more a Super Octobot ready to pound us into meat." Peter quipped.

The enhanced Octorobo flings its tentacles at his organic foes but missed because of their speed and agility. "Distract it while I take out his tentacles!" Spidey ordered the hedgehog.

"Sure thing!" Sonic smiles, running around the area to captures the super badnik's attention. It worked as the Octorobo tries to attack him with energy pellets from its tentacles.

"Hi there, metal sushi!" Spidey web strikes the back of the robot, causing it to grab a car and throw it at Peter, but he easily dodges it while in mid-air. "It is time for my driver's test already? I thought that was next week!" He webs up the car and throws it back, staggering the robot long enough for Peter to stick to his back and rip apart its tentacles, stomping it to the ground so he could really lay the hurt with his fists. "I can feel you getting squishy, just like a real octopus." He continues joking until the badnik uses its two regular metal hands to grab Peter by the sides. "Whoa! Uh, a little help!" He calls out to Sonic.

The hedgehog saves him by dive-kicking the Octorobo to the head, freeing Spidey, "A hedgehog saving a spider from an octopus robot. Haha, I'm liking the theme of this hangout. Web him up while I give it the good ol' fashioned Spin Dash special." He ordered Spidey.

Spidey successfully webs up the Octorobo just as Sonic finished revving up a Spin Dash. "He's _all _yours." Peter told the hedgehog.

"Sayonara!" Sonic says as he delivers the finishing blow to the Octorobo, successfully causing it to blow up into pieces.

**BGM End**

"We should play that again sometime." Sonic said, doing a little breakdance victory pose. After that, he turns to Spider-Man, "Thanks for your help, Spidey."

"Hey, no problem. It's what we heroes do." Spidey replied. "Now I gotta go. I have other things I need to do." He said as he shoots a webline to swing away from the area.

"Hey, wait!" Sonic shouts at the mysterious web-slinger for some more questions but he was already long gone. Sonic ponders for a bit, wondering who Spider-Man is and where he came from, and where he's headed. He pulls out the Miles Electric from his quills to get a reading on the Chaos Emerald, and it's moving away from the area in the same direction as Spidey. "Hmmm." Sonic mutters to himself, having a clue what this means and speeds off to find the retreating Chaos Emerald.

* * *

"Boy, that was certainly rough, and weird." Spidey quipped as he swings back to the alleyway where he left his backpack. He takes off his mask and shakes his head, "Never thought in my life I would travel to a new dimension filled with animal people and team up with one that looks like Beast's younger cousin to fight killer robots. Well at least I kept them from having this." He takes out the blue Chaos Emerald to his hand. "Those robots called it a 'Chaos Emerald'. What's a 'Chaos Emerald'?" He asked himself.

"A gem that contains the ultimate power and shouldn't be handled recklessly."

That sudden voice startled Peter, making him believe someone is watching him. "Who said that?!" He quickly turns around with his mask on to find no one behind him. "Huh? I thought for sure-."

"Boo!"

"Gah!" Spidey was jumpscared from the back all thanks to a laughing Sonic, which explains why his Spider-Sense didn't tingle since it didn't register Sonic as a threat, "S-Sonic! Where did you-I mean-did you, uh…"

"See your face? Yeah, I did." Sonic said smugingly, now aware of Peter's secret identity.

"Wonderful." Spidey mumbled as it hasn't been a day yet since he entered this dimension and someone already figured out his secret identity. "How did you find me so fast?" He asked the blue hero.

"Dude, Sonic's the name, SPEED'S my game! Catch my drift? That and I used this to track down the Chaos Emerald's energy," Sonic shows the wall-crawler his yellow handheld before putting it back almost immediately, "Since I can tell you're not the evil sorts to steal that emerald from someone, I can assume you were the person who found it first. Where did you find it?" He asked the New York hero.

"At the beach after I fell down a portal." Peter answered.

"A portal?" Sonic questioned.

Spidey nervously rubs the back of his head, "Yeaaaah, here's the thing. This may sound REALLY weird to you, and if you call me crazy that is total understandable, but I'm not exactly from this world, or this universe. I'm from a totally different universe from a planet called Earth." Peter thought the hedgehog was gonna look at him funny or make a joke, but his facial expression didn't change one bit.

"So you're from another dimension? That makes sense." Sonic said so casually it bewilders Peter.

"Wait, what?! Seriously?! You're not freaked out by this?! Calling me crazy or insane?!" Peter remarked in great surprise.

Sonic smirks, "Of course not. I've met people from different dimensions before. Had some adventures with them. Heck, I was recently invited to take part in some 'Smash Bros' tournament with people from different dimensions."

"Okay…Uh, wow. Thanks for believing me so quickly." Peter said.

"It's how I roll," Sonic jokes, "So what brings you to this dimension, Spidey?"

"I was on my way to school when I called in to track down one of my enemies called Doctor Octopus. He built a machine that apparently can travel dimensions. For what reason I don't know yet. So I found his super-secret base and activated the dimensional transporter that sent me here, but now I have no idea where Doc Ock is or how to get back home, so I'm practically stuck here." Spidey explained his whole story how he ended up on Mobius.

"Not a problem. C'mon. Let's head back to my buddy Tails's place and figure out what to do next." Sonic suggested. "By the way, what's your name, ya know, when you're not wearing the mask?"

"Promise not to tell anyone?" Spidey asked him.

"We might have to tell Tails, but yeah, your secret's safe." Sonic replied.

"It's Peter. Peter Parker." Peter revealed his secret identity to Sonic, sparking a bond of trust between the two heroes.

"And with that, welcome to Mobius, Pete. I'm Sonic. Sonic the Hedgehog!" Sonic smiled, sharing a handshake with the human-spider hero.

* * *

**Tails's Workshop, Mystic Ruins**

**BGM- Sonic Battle OST-Emerl's Theme**

Following Sonic's directions, he and Spider-Man stood right outside Tails's workshop. After a knock on the door and a moment of waiting, the door finally opened up, revealing Tails standing inside. "Sonic! You're okay!" The young two-tailed fox smiled happily that is best bro is safe and sound.

"I told you I could handle it. Easy peasy." Sonic shrugged with a cocky smirk.

Tails's curious eyes then gazed over to the human hero wearing spandex, "Who are you?"

"I'm Spider-Man, but you can call me Peter. I was in the area when your friend was in trouble so I helped him out." Peter joked to mess with Sonic's ego from his earlier statement, which gets an adorable chuckle from Tails to see Sonic annoyed.

"Spider-Man? Never saw someone like you before." Tails said.

"And I never met a running talking hedgehog and a fox with two tails." Peter quipped.

"So you're from another dimension." Tails deduced.

"That's why we came to see you, Tails. You see, Webs is kinda stuck in our world, and we need to help him get back to his world." Sonic explained.

"But not before we find Doc Ock." Spidey said.

"Who's Doc Ock?" Tails asked.

"Apparently his world's version of Dr. Eggman. Both have stupid names with a fetish of creating machines bent for world domination." Sonic answered.

"Ock created some 'dimensional portal device' powered by the ISO-8 that brought me here." Spidey added.

"Never heard of an isotope called that. What is it?" Tails asked in regards of the ISO-8.

"Me and everyone else in my world are still figuring that out. Showed up raining across the planet from space two weeks ago. All we know is they're cosmic in nature and can be potentially really powerful." Peter explained.

"That explains the strange energy signature I picked up from those robots attacking Station Square." Tails said.

"And the reason why the badniks were a lot harder to deal with than usual." Sonic added.

"Don't forget the Octobots." Peter also added.

"Octobots and Badniks working together? You don't think this Doc Ock and Eggman are working together on this?" Sonic asked.

"That definitely sounds like the case." Tails responded. "Two evil geniuses from two parallel dimensions working together with mysterious cosmic substance like the ISO-8 does not sound good." He said.

"Let's not forget they were after this." Peter brings out the chaos emerald from his bag.

"So you were the one that found the Chaos Emerald." Tails responded.

"First thing I found after entering this dimension." Peter said.

"This definitely isn't good if the doctors are after both the ISO-8 and the Chaos Emeralds." Sonic said with a serious face.

"You mean there are more of these things?" Peter asked in regards about the Chaos Emeralds.

"Seven in total, each one containing unlimited power. Can turn your very thoughts into power. Have all seven and that power can perform a miracle." Sonic gave a brief explanation on the Chaos Emeralds.

"What kind of miracle are we talking about here?" Peter asked him.

"The kind that could determine the fate of the whole universe." Sonic replied.

"Oh. That kind of miracle. So you guys have your version of the Infinity Stones." Peter said.

"Sounds powerful." Sonic remarked on the Infinity Stones, judging from their name alone.

"No kidding. Have all six cosmic gems and you're _basically _god." Peter replied, which makes Sonic casually whistle.

"We should start collecting the Chaos Emeralds right away. I'm pretty sure the doctors are already making a beeline for the next one. I'll go fire up the Tornado." Tails said.

"Got it." Sonic responded.

"Hold on. How long does collecting the emerald usually take?" Peter asked the mobians.

"Typically a couple of days. At least a week." Sonic answered.

"A week?!" Peter exclaimed which kinda surprised the mobian duo. "I can't stay a whole week! My Aunt May will worry sick about me!"

"All the more reason we should head immediately and find them as soon as possible." Tails responded.

"Right. The faster, the better." Peter nodded.

"Heh. When you're with me, faster is always the better option." Sonic smiled.

**BGM End**

* * *

**Outside Tails's Workshop**

Sonic and Spider-Man stand outside the workshop waiting for Tails to get the Tornado ready. "How long will it take for Tails to bring out a vortex of wind?" Peter joked.

"Not that kind of tornado, dude. You'll see." Sonic smirked.

**BGM-Sonic Adventure OST-Believe in Myself**

Suddenly, the ground shook and begins to change, forming a runway and a launch pad as the tree fold for more space. Pulling out of the garage was a red biplane with a certain two-tailed fox in the pilot seat.

"That is the weirdest tornado I ever seen." Peter joked, earning a chuckle from Sonic.

"Hop on guys!" Tails shouted from the Tornado.

Sonic hops onto the wings and gestures his fellow teenager to join him. "Uh, what are you doing? Don't this plane have passenger seats?" Peter asked.

"Nope. Even if it did, I prefer it this way. Love having the wind hitting my face." Sonic smiled.

Peter pinches his nose while shaking his head, already tired of the weirdness of this dimension, "How did my life get so weird from stopping muggers to hanging out with talking animals? Guess I'll just use my stick-em powers to stay on top of the wings so I won't fall off." He then hops onto the wings on the opposite side of Sonic.

"So Tails, you have the location of the next emerald?" Sonic asked his pilot.

"Yeah, it shouldn't be too far from here." Tails replied.

"Then what are we waiting for? Let's blast off at the speed of sound!" Peter shouted.

"I liking the way you think, Pete!" Sonic grinned.

Tails smiled, "All right then! Let's go!" The fox pilots his plane as it takes off from the runway, leading the heroes set course for the next chaos emerald.

**BGM End**

* * *

**KFX Here: In case anyone is wondering, no, I will not delete the original story because of this remake. I'll leave it be as a "legacy" thing. And the new style of preview, or I guess in this case "recaps", are similar to how they were done in Sonic Adventure and Sonic Adventure 2 and I'll be doing that for the rest of the series.**


	4. Act 3: Dimension to Explore

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! Ran into a new guy named Spider-Man while trying to find a Chaos Emerald. He said he's from another dimension and came to this one to find his arch-nemesis, Doctor Octopus. Doc Ock got his hands on something called the "ISO-8" and is working with my arch-nemesis, Dr. Eggman, to find the other Chaos Emeralds. Sounds like we're in for a brand-new adventure. Hop onto the Tornado, Spidey! We're gonna take you for a ride!**

**BGM End**

* * *

_Act 3: Dimension to Explore_

**Above the skies to Water Palace Zone**

**BGM-Sonic: After the Sequel OST-The Adventure Continues**

Flying high above the clouds of Mobius is Sonic's personal plane, the Tornado. With Tails in the pilot seat, the Tornado performs many tricks, cutting through the clouds while Sonic and Spider-Man stand on the wings of the biplane, feeling the cool wind hitting their faces.

"Ha ha! Man, I love this! It never gets old," Sonic smiled freely as he lets his arms out to feel the cool breeze hitting his body, "You enjoying yourself there, Spidey?" He asked his new spider friend.

"Yeah! This ain't so bad! Never done anything like this where I'm from!" Spidey replied, standing on the other edge of the wings as he feels the wind the same way Sonic does.

"What kind of adventures do you go through in your world?" Sonic asked, starting a conversation.

"Where do I begin? Mostly I spend my time beating up robbers, crime bosses, and the occasional supervillain that want to destroy New York. The other times I'm fighting vampires, aliens, gods, and cosmic beings that can destroy the world with their bare hands." Spidey replied, giving a brief synopsis of what he deals with in his world.

Sonic whistles, "Crazy."

"Sounds like stuff you would find from a comic book." Tails remarked.

"It's a world of marvel, some would say. So how do you guys risk your lives 24/7?" Peter asked the mobians.

"We're usually fightin' Eggman and his army of killer badniks. When he's not turning animals into robots, he's creating weapons of mass destruction, unleashing gods he could never control, alter time and space with the Chaos Emeralds. It's been like this for years." Sonic explained his history with Eggman.

"Sounds like we both live crazy lives, though in your case, you sound like you live in a video game world." Peter remarked.

"Why'd say that?" Sonic replied.

"For one, how are you not falling off the plane? I have super-spider powers that keeps me sticky to anything I touch. Your shoes aren't magnetic, are they?" Peter asked the hedgehog.

"Nope. Normal, frictionless shoes. I'm just THAT good." Sonic grinned.

"What is physics in this world?" Peter joked.

**BGM End**

**BGM-Sonic the Hedgehog 4: Episode 2 OST-A New Frontier**

"We're about to reach Water Palace Zone. Hang tight for landing." Tails informed the team.

"W-Water Palace?! Don't tell me the Chaos Emerald is here?!" Sonic asked, looking a little worried.

"Yep." Tails simply said.

"Aw man. Why this place? I don't like this place!" Sonic complained as the plane lands in a white-colored palace filled with underwater ruins.

"Ah, what's wrong, Sonic? Don't like getting your feet wet?" Spidey teased the scared blue blur.

"Oh, shut up! I just can't swim, that's all." Sonic retorted, annoyed of Peter's taunting.

"I thought hedgehogs can swim?" Peter remarked.

"I can run, not swim. I prefer it that way. Let's just hurry and find the emerald before Egg n' Ock does." Sonic said, jumping off the Tornado after Spidey and Tails.

**BGM End**

**BGM-Sonic: After the Sequel OST-World to Explore**

The three amigos begin their trek through the water palace to find the second Chaos Emerald. Everyone does their usual thing to travel the area: Sonic running on top of the water, boosting through the badniks and octobots that are already in the area. Tails flying through the air, using his tails to destroy flying-based badniks like Buzz Bombers. And Spider-Man zips and swings from his webline, performing tricks off water springs and webbing up the robots that thought it was okay to leap at him. The amazing webhead web-strikes off an Egg Pawn to have fun sliding down a corkscrewed-water slides.

"Ha ha! This is the best water park I've ever visited! Makes me wish I spent more time exploring outside the city!" Spidey smiled behind the mask, starting to get used to traveling across the world while having fun.

"It only gets more fun here on out, Spidey! Believe me!" Sonic smiled as he continues running on top of the water.

Spidey jumps off the end of the slide to grab Tails's hand as he flies him across the stage. "Thanks, Tails. You sure I'm not pulling you down?" Peter asked the young small fox boy.

"It's okay. You're less heavy than Sonic when he was younger." Tails made a joke of Sonic's weight when he was a child.

"Really now? Even though he spends his life running around the world? Burning off calories must be slower for hedgehogs." Spidey jokes as he leaps off from Tails's arm to continue web swinging.

Sonic is obviously displeased with all the joking about his weight when he was a kid, "Alright, alright. Enough making fun of my weight, thin-man. Any idea how close we are to the emerald?" He asked.

**BGM End**

The team stops on their tracks after approaching a large circular arena with a pool of water in the center of the ring. Tails whips out his emerald radar handheld, "According to my radar, it should be deep underwater of this pool."

"Well I ain't going down there." Sonic quickly objected not to be the one to retrieve the Chaos Emerald.

"Guess I'll go get it. Then after this, I'm signing you up for swimming class." Spidey volunteered to retrieve the emerald.

"Wait, hold on!" Tails stopped the webhead before he could dive in. "Now readings are showing the emerald is moving upwards."

"Why's that?" Sonic asked.

Just then, Peter's spider-sense tingles, "I think I know why."

**BGM-Sonic Unleashed OST-Eggman Again**

The heroes stepped back after a huge octopus-looking robot erupts from the water. This robot is colored green, has four glowing red eyes with an elongated head shape, and four tentacles so long it's almost impossible to figure out where they are coming from in the surface. And on top of the head is a cockpit, where two very familiar scientists are sitting in on. The mad scientists open their cockpit to reveal themselves as the evil geniuses, Dr. Eggman and Dr. Octopus.

"Eggman!" Sonic shouted.

"Octopus!" Spidey also shouted.

"Ah, Spider-Man. It is so nice to see you again." Octavius slyly greets his arch-nemesis.

"Same to you, Sonic. I see you are doing well, for the next few moments." Eggman grinningly greets his arch-nemesis.

"I can see why people call you Eggman. What happened? Did you overstuff yourself with eggs one breakfast and turned you into one with legs and a curly mustache?" Spidey started joking to annoy Dr. Eggman.

"And what about you, Ock? Got sprayed with ink at the beach that gave you multiple arms?" Sonic also started joking, this one directed to an unamused Doc Ock.

"You two really are meant for each other! That is why we made this new mech to rip you apart!" Eggman said angrily.

"Oh yeah? What do you call this one? Wait, don't tell us. The Egg Octopus? The Egg Kalmari?" Sonic asked, still joking around

"The Egg Mechtopus, created by me and Eggman's _incredible _combined genius, powered by the _wonderful_ energy provided from our collection of ISO-8." Octavius answered.

"So you do have some ISO-8! Give them back, Ock! That stuff is dangerous!" Spidey demanded him.

"Dangerous in the hands of imbeciles such as yourselves. Only geniuses like us can unlock their secrets." Eggman said.

Otto continues for Ivo, "And once our research is complete, we will use the ISO-8 to conquer BOTH worlds. And to secure our victory…" He shows the heroes the light-blue chaos emerald they found underwater

"It's the Chaos Emerald!" Tails exclaimed.

"Yes. And once we collect all seven, no one will be able to stop us!" Otto continued.

"That includes you three! Now go, Egg Mechtopus, DESTROY THEM!" Eggman ordered as the villainous doctors close the cockpit, leaving the heroes to coolly stare down the giant metal fish as they get ready for a boss battle.

**BGM- Sonic Unleashed OST-Boss Battle (Day)**

The Egg Mechtopus roars, swiping its tentacles at the heroes, but luckily they dodged them in a nick of time.

"**Ohohoho! This octopus mech is such a thrill to control! You sure know your mechanics and how to control cosmic radiation, Otto." **Eggman complimented while attacking Sonic with a tentacle swipe.

"**I shouldn't take all the credit. You provided the framework for the new design to give it that 'superior' style, you clever devil." **Otto complimented as Spidey barely dodges the missiles being thrown at him.

"**Oh-ho-ho! Do go on! I've never been so excited researching cosmic rocks from space!" **Eggman said.

"**And I am so glad you accepted my brilliant request!" **Otto smiled.

"Ergh. I'm about to spew chili dogs all over this place. And I DON'T think it'll make it look any worse!" Sonic said, disgusted of the doctors' constant complimenting with each other.

"Go for the cockpit!" Spidey commanded. The webhead swings above the swinging tentacles thrown at him using his spider-sense, and when he's close enough he pellets the cockpit with rapid-fire web bullets. Meanwhile, Sonic grabs ahold of Tails, who flies him towards the cockpit so he could throw his blue buddy to damage the mech.

"**Don't think it'll be that easy!" **Eggman said, pressing a button to throw a speedy tentacle swipe at both mobians, smacking them back to the floor.

"Guys!" Spidey shouts before he was caught off-guard and was grabbed by a tentacle, bringing him closer to the cockpit.

Octavius laughs as he taunts his captured nemesis, **"Sorry, arachnid. This particular ISO-8 boosts the speed of our mech too fast for you or your friends to react in time."**

"That's…terrific…" Spidey struggled while trying to break free from its metal grip.

"**Struggle all you want! You can't break free, bug boy!" **Eggman taunted.

"We'll see about that…egg breath…" Spidey uses his amazing strength to smuggle out a hand to blind their window with webbing.

"**AHH!" **The doctors screamed. As they try to take off the webbing, Spidey broke free from their grasp and lands next to his mobian pals.

"You guys alright?" Spidey asked them.

"We're okay. Have an idea how to slow them down?" Sonic asked the webbed genius.

"I think so. I'm gonna need you to distract them while me and Tails go underwater." Spidey gave out his little plan.

"Best plan I ever heard. Done." Sonic smiles, giving a thumbs up of good luck. As Spidey and Tails dive underwater, Sonic does what he does best: Annoying the hell out of his enemies. "Hey there, lame brains! Let's test that 'genius' you proclaim you have can match my speed!" He taunted with a smile, running around the area and constantly attacking.

"**Impudent little rodent! Have at you!" **Eggman retorted as their mech continues doing battle against Sonic, forgetting about the two other heroes that might have an idea how to take them down.

Meanwhile underwater, Spider-Man and Tails are swimming to find the source of the mech supporting the tentacles. _'If my hunch is right, there should be something here supporting their tentacles.' _He thought. Once they got closer, they spotted several pink turbines powering each tentacle. _'Bingo. Now with the docs distracted, it's time we do some redecorating.'_

Peter directs Tails of his plan, who seemed to quickly understand. Both heroes start damaging the turbines, which starts to have an effect on the tentacles, blowing each mechanical limb off one by one. The evil doctors notice what is happening to their tentacles and begin to worry.

"**Four of our tentacles are down! What is happening?!" **Eggman shouted.

"**It's the insect and the fox! They're destroying the power cells!" **Ock snarled.

"**Well, we can't have that, can we?" **Eggman grinned.

The remaining tentacles retract from chasing Sonic to focus on the bothersome pests underwater. "Guys! They're in trouble!" Sonic said, worried about his pals. He's a bit hesitant to jump dive to the deep depths of the pool because of his fear of water. He quickly glances around the area to find anything that might help him. He gasps in happiness after spotting three Bubble Shield boxes nearby. "Jackpot!" Sonic says, opening a box to give himself a bubble shield, grabbing the other two as he jumps into the water to help his friends.

Meanwhile, Spidey and Tails destroy two more power cells, further weakening the Egg Mechtopus as they start gasping for air. _'Gotta get back up, otherwise I'm fishfood.' _Peter thought. Too bad he won't get the chance. The remaining two tentacles coming right for him and Tails and were too fast to dodge and captured its enemies as they start to lose oxygen. _'Why is it...always difficult.' _Pete joked.

"Hold on, guys! Sonic to the rescue!" Suddenly, Sonic in his bubble shield frees his friends from the tentacles with a few spin attacks. He throws the two bubble shield capsules at them, immediately equipping them with a bubble full of air and mobility.

"A bubble shield?! Should I question the logic how this shouldn't work?" Spidey asked.

"Save it after we destroy this thing." Sonic quipped.

Tails uses his equippable Arm Blaster to destroy the remaining two turbines, thus destroying the remaining tentacles. "Did it!" Tails fist-pumped. An explosion of water erupts after the turbines' destruction, knocking the three out of the water and high into the sky.

"**GAAAH! NO! Our tentacles are destroyed!" **Otto exclaimed in sheer worriedness.

"Sonic!" Spidey signals to the blue blur as he encases him in a large ball made of webbing. The webhead spins rapidly overhead, aiming his shot at the cockpit of the metal octopus. "It's over, docs! Ultimate Spin Web Throw!" Spidey furiously throws a speeding web ball at the central cockpit of the mech, utterly demolishing it. Sonic breaks free from the web ball, grabbing the Chaos Emerald from the docs' possession and jumps down next to the boys.

"**DARN YOU, SONIC! YOU AND YOUR SPIDER FRIEND WILL PAY FOR THIS!" **Eggman yelled in intense anger.

"**This isn't the end!" **Otto declared. The two doctors fly out of the exploding Mechtopus and escape back to base in the Egg-Ock Mobile.

"Hah! Same as ever, all bark and no bite!" Spidey taunted.

"Too easy! Piece of cake!" Sonic smiled, giving his Earth counterpart a high-five for victory.

**BGM End**

With the doctors defeated for now, Sonic shows his pals the light-blue Chaos Emerald he retrieved from them. "Now we have two Chaos Emeralds." He told them.

"That wasn't so bad." Spidey said, making it sound like it was a piece of cake.

"We still can't let our guard down. The doctors will be more prepared for us next time. For now, let's head back home. It's getting late." Tails recommended, with the others nodding in agreement as they all head back to the Tornado for a day's rest.

* * *

**Back at the Doctors' Base…**

**BGM-Mega Man Star Force 3 OST-Theme of Dealer**

"Great, just great!" Eggman started venting his anger of their defeat at the hands of Sonic and Spider-Man as they enter their lab. "We not only lost the Chaos Emerald, but we're losing time completing Project Tesseract!"

"We're still in need of some more ISO-8 if we're to complete that project. Fortunately, my associates back on Earth should be about done collecting the remaining isotope we need. I can call them to distract the heroes until we're done." Ock said. Octavius picks up a portable dimensional transporter he built with the ISO-8 to open up a portal back to Earth. "I'll be back soon with reinforcements. In the meantime, continue research on the ISO-8."

"Good. We'll need all the help we can get if we're to succeed defeating Sonic and Spider-Man." Eggman said.

"Agreed." Otto nods before he disappears to his portal.

**BGM End**

* * *

**Tails' Workshop, Mystic Ruins**

"Thanks for letting me sleep here, guys." A normal clothed Peter told his new friends as he gets ready to sleep on the couch tonight.

"Wouldn't it be more appropriate you sleep on a web-made hammock?" Sonic teased.

"Funny." Peter replied, unamused.

"You're our friend, Peter. It's our job to help out each other no matter what they need. We'll find the Chaos Emeralds and stop the doctors, then you'll be back home in no time." Tails smiled as he gets ready to go to bed.

"Thanks guys. Good night." Peter said.

"Good night." Sonic yawned as he bounces to a couch to sleep on.

Not long after, everyone has already fallen asleep, everyone except for Peter. He's still wide awake, thinking about what he missed back on Earth, and more importantly the friends and family he left behind clueless about his current whereabouts. _"A day has already pass, and I'm still stuck here. Aunt May. Mary Jane. Please be safe. I'll be back before you know it." _He thought before finally dozing off to sleep.

* * *

**On Earth at the Parker Residence…**

Common between parallel worlds, nighttime has fallen on both Mobius and Earth. Mostly everyone in the neighborhood has gone to sleep, everyone except for Aunt May and a red-headed girl the same age as Peter.

"So Peter didn't come to school? Is that correct, Mary Jane" Aunt May asked Mary Jane, her next-door neighbor and Peter's ex-girlfriend.

"No. We were supposed to meet up before class but he never showed up." Mary Jane replied.

"Did he call you he wasn't going to show?" May asked, starting to look worried for her missing nephew.

"No, he hasn't called me yet. I tried calling him back but it never went through." MJ replied calmly.

A worried May Parker sits somberly on her chair, "Ohhh, I hope nothing bad happened to Peter."

Mary Jane walks up to comfort her, "I'm sure Peter is fine, Mrs. Parker. Maybe he got held up at work and lost track of time."

"I hope your right, Mary Jane, but I do hope he calls soon. He hasn't been the same since Ben passed away, not to mention what happened with Gwen Stacy, Harry Osborn. I always get calls he comes late to school. Sometimes coming home with bruises. This has been going on for years, and this is the worst case yet." May said, having taken note of Peter's behavior since the death of her husband two years ago.

"Peter's tough. He'll pull through. He's always has." MJ continues to comfort her ex's aunt to the best of her abilities, but deep down she's worried about Peter. She's one of the few people in the world that knows Peter is Spider-Man, so she has a better understanding of how difficult Peter's life is. Still, she can't help but constantly worry about him, wondering what has happened to him this time since there hasn't been any sightings of both him and Spider-Man lately. _'Oh Peter, please be safe, wherever you are.' _She thought in her head, praying her superhero ex-boyfriend is still alive somewhere.

* * *

**Back on Mobius, at the Doctors' base…**

**BGM-Mega Man Star Force 3 OST-Theme of Dealer**

Eggman is still researching the ISO-8, slowly in the process of forming a particular small blue cube made of their power with the ones they have in their possession, but it's still not enough. He needs more ISO-8 if they're too complete this "Project Tesseract" that seems vital in their plans for dimensional conquest. A familiar portal opens up in the lab, grabbing the egg-shaped doctor's attention from his experiment as Octavius re-enters this dimension.

"Your back. I assume you brought the back-up?" Eggman asked his counterpart.

Otto smiles, "Of course I did."

Out of the portal emerges five more mystery characters: A man who is dressed as a hunter holding a knife. A guy wearing a green shirt with the power to morph his hand into an axe made of sand. A criminal wearing yellow fishstar-looking mask as electricity sparks from his hands. An old man wearing a bird costume with wings that allows him to fly. And a villain with a funny fishbowl for a head as purple smoke surrounds his legs.

"And I assure you, Ivo. You can't find a more _sinister _team in the multiverse than the Sinister Six." Otto smiled, standing before a group of Spider-Man's worst enemies, now together in this universe to destroy him and Sonic for good.

**BGM End**

* * *

**KFX Here: Notice the small changes I'm adding to the story. There's more where that's coming from, I assure you. If you're wondering when does this story take place in Sonic's history, this takes place after Sonic the Hedgehog (2006), even though the events of that game never happened.**


	5. Act 4: The Hunter and the Hunted

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! We located the next Chaos Emerald to this water zone! But when we got there, Doc Ock and Eggman already found it with their new mech. It didn't take long for me and the boys to wash them out and take back the emerald. Now that's two emeralds down, but there's still five more to go! I have to find them soon. I'm sure Aunt May is worried sick about me.**

**BGM End**

* * *

_Act 4: The Hunter and the Hunted_

**Tails' Workshop, Mobius**

**BGM-Sonic Rush OST-Theme of Sonic's Event**

Peter yawned after having a "goodish" night's sleep. He stretches his arms and legs on the couch he slept the night before. His eyes remain close as he slowly stands up from the couch, scratching his cheek then hair, "Man, I just had the craziest dream I was stuck in a parallel dimension where everyone is an animal and I teamed up with a blue hedgehog to save two worlds from evil doctors."

"That must be some dream." A voice Peter doesn't recognize that much.

"I know," Peter replied casually, still with his eyes closed, "HUH!" That is until they snapped up instantly in response to the voice and sees that very same blue hedgehog currently eating breakfast chili dogs with his yellow fox buddy eating the standard eggs, bacon, and pancakes.

"That wasn't a dream, was it?" Peter asked.

"Nope." Sonic smiled.

"Have a seat, Peter. Made you some pancakes." Tails gestured him to the kitchen to eat.

"Thanks, Tails." Peter accepts Tails's hospitality and sits down to eat his breakfast, "This's good."

Tails smiled with a small chuckle, "Thanks."

Meanwhile, Sonic finished another chili dog in less than 5 seconds, "Ahhh, nothing like eating some chili dogs before heading out for an adventure." He said before finishing the last of his breakfast.

"You sure it's a good idea to eat chili dogs early in the morning?" Peter asked while taking a slow bite from his pancakes.

Sonic smiles, "Of course. Chili dogs are the best food you can eat any time of the day."

Peter smirks, "Maybe. When this is over, I'll have to bring you some of my Aunt May's famous wheatcakes. You might find them more delicious than any chili dog you've ever ate."

"Heh! We'll have to see about that. I am a VERY picky hedgehog when it comes to food that keeps me running." Sonic said, leaning on his chair.

"So your ego is one of your delicacies?" Peter smirked from his little joke.

"Being cool and being awesome always taste good in my book." Sonic quipped.

"If you guys are done sharing quips, we need to continue finding the other Chaos Emeralds. The rest of the Freedom Fighters are currently tracking down the doctors' main base, so it's up to us to be ready with the remaining Chaos Emeralds when they find it. I'll go get the Tornado ready." Tails informed his friends of their current plan. After finishing his breakfast, the fox boy heads out to his garage to get the plane ready, leaving Sonic and Peter by themselves.

"So Peter, I've been curious, how did you get your powers anyway? We're you born with them or something?" Sonic asked the web-slinger a question.

Peter was busy getting into gear as he answers his question, "Not unless I'm a mutant. I was 15 when I first got my powers. I was visiting a company called Oscorp to check out a science exhibition in safe handling nuclear laboratory waste materials. While no one was looking, a spider crawled into the radiation irradiated by the particle accelerator used in the demonstration and bit me, giving me super powers. Now I can do whatever a spider can." He explained his origin story to the amazing hedgehog.

"Wow, that's incredible! So after you got your powers, you went on and become a superhero, right?" Sonic asked him.

Peter's face begins to frown as he's not a big fan of what happened after he gained his power, "Well, actually…"

"Hey, guys! The Tornado's ready! Let's get going!" Tails called them from the garage, shouting he's ready.

"We'll continue this later." Sonic said, hopping off his chair and speeds off to the garage.

"Right…" Peter replied somberly, still with a frown on his face as he puts on his mask and heads out with the others.

**BGM End**

* * *

**En Route to Leaf Storm Zone**

**BGM-Sonic the Hedgehog 4: Episode 2 OST-World Map**

The heroic trio are now en route to their next destination: Leaf Storm Zone, in hopes of finding the third chaos emerald. "Where are we headed to now?" Spider-Man asked their pilot.

"The next emerald is located in Leaf Storm Zone." Tails replied

"Why are these places referred to as 'zones'? What's a Zone?" Peter asked as he's been curious about the term 'zone' describing an area ever since he arrived in this dimension.

"Zones can be referred to as a place or an alternate dimension. See, our world exist in one dimension. You and your world exist in another altogether." Tails explained parallel dimensions to the confused webhead.

"I get parallel dimensions, but you're saying my universe can be referred to as a 'zone' too?" Peter asked.

"Pretty much." Tails simply said.

"Can we hold the lecture for later?" Sonic interrupted with his impatient attitude. "We've got five chaos emeralds to find, and two mad doctors to beat up. Let's hurry it up to next the chaos emerald before Egg Breath and Kalmari Man find it first." He said.

**BGM End**

As the heroes are about to land in Leaf Storm Zone, unaware to the trio they are being watched by a mysterious figure hiding in the bushes, watching their every move, particularly Spider-Man and Sonic's. "It's been a long time since I hunted you down, spider. I look forward hunting you again and your animal companions in my jungle." The shadowy figure smiled before disappearing into the shadows.

* * *

**Leaf Storm Zone**

**BGM-Super Mario 64 DS OST-Cave Dungeon (Full Medley)**

Leaf Storm Zone is simply one giant forest. Vines of trees to grind on or swing to avoid bottomless pits, and can be used as bungee ropes to launch on high into the air. The trio use their unique skills to traverse the forest in search of their chaos emerald.

"Hmmm." Tails pondered while looking at his handheld for the next emerald.

"Whatcha thinking, Tails? Did you find the emerald?" Spider-Man asked him during a swing.

"I think so. The emerald is not far from here. In fact…" Tails stops flying, prompting the other two to stop behind him. "It's right over there." He points to the green emerald simply lying in front of them.

"That was fast. I like it! I'll go get it!" Sonic grins, dashing to grab the emerald.

"Something's not right. Nine times out of ten, finding Chaos Emeralds are never THIS easy." Tails said, getting the feeling's something's wrong.

"You don't think…" Suddenly, Spider-Man's trusty spider-sense kicks in of the danger Sonic's about to step in. "Sonic, stop! It's a trap!" He shouted.

**BGM End**

But when he shouted that, Sonic was already holding the emerald on top of the booby trap. "A trap?" He questioned. The ground below him suddenly opens to a pit of spikes Sonic was too late to avoid. "Uh oh!" He screams as he falls down to the spike pit.

"Sonic!" Both Spidey and Tails exclaimed as they rush to the pit. Spidey leaps ahead to launch a speedy web line to catch the falling hedgehog, who was just seconds away of being pierced through the quills.

"Whew, that was a close one." Peter said, relieved as he reels Sonic back to the surface.

"Thanks for the save, Spidey." Sonic thanked him.

"Who would just leave a chaos emerald over a pit of spikes?" Tails wondered.

"I know someone from my dimension that loves booby traps more than anyone that loves boobies." Peter joked.

"Are you referring to me, Spider-Man?" The mysterious figure from before jumps out of the trees and confronts the heroes, sporting a lion-themed vest and some leopard pants, a hunter of some sorts.

"Well well well. If it isn't my favorite hunter, Kraven the Hunter." Spider-Man said, recognizing the hunter, an old enemy of his. "Did you travel through dimensions just to hunt little ol' me again? How sweet."

"Of course, Spider-Man. Octavius told me you were here, and you know I would never miss the opportunity of hunting you in new territory, even if it's a jungle in another world." Kraven said.

"You're a persistent hunter, I'll give you that." Peter quipped.

"Where did you get those clothes, Kraven? Buy them from the petting zoo?" Sonic teased the hunter.

"Ahh, the hedgehog. Dr. Eggman has already informed me of your 'uniqueness'. You are an interesting creature, Sonic. Both you and your spider friend. Hunting both of you, here, will be my greatest achievement." Kraven said with a sinister grin.

"As much as I want to play with you, Kraven, we've already came for what we need. So why don't you pack it up and hunt down a jackal or something." Spidey said, prompting the grinning Sonic to show the hunter the green chaos emerald in his hand.

"You cannot leave yet. Don't you want to claim your _real _prize?" Kraven grins as takes out and shows the heroes another green chaos emerald.

"The chaos emerald?!" Tails exclaimed, shocked as the other two. "So that means the one we have is a…"

"Fake." Kraven grinned evilly.

Sonic tosses the fake emerald away while he and Spidey give the hunter the mean eye. "Alright Kraven, what do you want?" Sonic asked him.

"Three trials. Pass them with flying colors. Survive the jungle. Then I will give you your prize!" Kraven drops down a smoke pellet to silently disappearing through the smoke to somewhere in this forest.

"Why is he playing games with us if he has the emerald? Shouldn't he just go give it to the doctors?" Sonic asked, wondering why Kraven shouldn't just leave if he already has the emerald.

"Kraven likes a challenge. So let's use that to our advantage and get the emerald away from him." Spider-Man replied.

"If we use my radar, we should find him in no time." Tails said.

Sonic cracks his hands and smiles, "So what are waiting for? Let's hunt the hunter!"

**BGM-Spider-Man: Shattered Dimensions OST-Worthy Prey**

The heroes begin their hunt for Kraven, using Tails's radar to track him down. During the venture, they hear Kraven's voice but have no idea where he is, "Come, come! We have only scratched the surface!"

"Seeing you so excited is creeping me out." Spidey quipped.

The group arrive at a large, empty circular platform where not seems suspicious at all. "Welcome to your first trial, my prey," Kraven's voice is heard from somewhere once again, "Here, I will test your combat abilities, as well as your agility." The crazy hunter summons hunter-themed Egg Pawns and the newly-created Octo Pawns that simply look like humanoid robotic octopus.

"Sweet, an audience, but where's the challenge?" Sonic joked.

"It begins…now!" Kraven gave the order of attack, commanding the robots to begin attacking the heroes.

The first trial has only begun and Spider-Man has already demolished five robots without breaking a sweat. "Seriously, Krav, where's the challenge? And how does this test our agility-?" Peter joked until he barely jumped over a tranquilizer drat that was hidden and sprang from the bushes at incredible speed. "I get the point now." He continues joking.

Despite a slew of tranquilizer darts and a small army of hunter robots, the heroic trio survived with flying colors. "That wasn't so bad." Sonic grinned.

"Really?" Kraven's voice asked.

"Oh no, I was beat." Peter joked.

"Then perhaps you'll find this next challenge refreshing!" Kraven said.

"Hah! I'll be the judge of that!" Sonic revs up a figure eight, boosting ahead of his friends.

"Sonic! Wait up! This whole place is booby trapped!" Tails shouts, with him and Spidey chasing their speedy friend. By the time they caught up to his location, he seems to already have left. "Sonic, where are you!?" Tails shouted.

"Up here."

Spidey and Tails look above themselves to see a completely unamused Sonic with his arms folded hanging upside down by a rope from a tree he so recklessly fell for. "Hey Sonic, how's it _hanging_?" Spidey joked, which causes himself and Tails to laugh.

Sonic is still left unamused, "Ha ha. Very funny. Get me down from here!"

As soon as Tails frees his best friend, Peter's Spider-Sense tingles just as multiple spike traps protrude from beneath them. "Yikes!" Spidey expressed as they dodge one. With every spike trap they avoid, another one quickly surprises them.

"Did Kraven seriously booby-trapped the whole forest?" Sonic asked as he leaps away from seemingly the last spike trap.

"Not bad, my friends! You have reached the final trial! A classic!" Kraven's voice said.

It was at that moment Peter's Spider-Sense tingles yet again to danger behind him. "What now?!" He and the mobians turn around to witness a giant boulder chasing them along with a pack of lion-based badniks.

"WHOOOOOOOOA!" The trio screamed for their lives while running away from the boulder and the lion robots.

"What are lion robots doing in a forest!?" Sonic shouted.

"Ask Kraven, not me!" Peter retorted loudly.

"Who cares?! Keep running!" Tails yelled at them.

The gang managed to hop on and grab some vines to swing away from the killer lion robots and boulder. After Sonic and Spidey scream like Tarzan, the trio hop off the vines as they get the signal Kraven is close.

**BGM End**

"Okay…are we…close…to Kraven yet?" Spidey asked, sounding exhausted, just like the other two.

"Yeah…I think so." Tails answered, pointing to the middle of this forest where Kraven should be, "He should be right there."

"Great, 'cause I'm getting tired of these jungle games." Sonic confessed.

They carefully approach the middle of the forest to find Kraven patiently waiting for them. "Congratulations, my friends. You survived my trials. You make me very proud." He said.

"Alright Kraven, we've played your game. Now give us the chaos emerald!" Spidey demanded.

"Ah ah ah. You are not done yet, spider." Kraven proclaimed. "You may have completed my tests, but are you ready to face your ultimate challenge?"

"I'm not in the mood to swim, thank you." Sonic joked.

"No, that's not it! Your final challenge is to defeat me!" Kraven confirmed he's their final challenge.

"Pfft, please. I could beat you when I'm half-sleep. What makes you think you can beat us on your own?" Spidey taunted.

Kraven laughs as he brings out an orange ISO-8 crystal from his pocket, "With this, of course!" He begins to absorb the power of the cosmic crystal to gain an intense orange aura.

"Kraven, what did you do?" Spidey asked, sounding a bit worried and somewhat concerned.

"Just watch…and learn." Kraven transforms morphs his aura to resemble that of a bear.

"His aura changed to a bear? How is he doing that?" Sonic asked him.

"I combined the ISO-8 that the doctors gave me with Calypso's mystical potions I have ingested, granting me access to the strength and abilities of the whole animal kingdom," Kraven said with a menacing undertone, "Now I can be as powerful as a mountain bear or as fast as a cheetah!"

"Pfft. Fast? I'll test to that!" Sonic cockily smirked.

"Now my prey, let the true hunt BEGIN!" Kraven expressed, holding out his two sharp knives as he prepares to do battle with his heroic prey.

**BGM- Spider-Man Shattered Dimensions OST - VS. Kraven - Thrill of the Hunt**

Kraven lunges at the heroes, but the three were able to dodge him in time. Sonic goes for spin dash, knocking the hunter to the nearest tree. "Not bad. But can you dodge this?!" Kraven grabs the tree, throwing it at Sonic, but Spidey was able to catch it with his webbing.

"I believe this belongs to you!" Spidey jokes as he throws it back at Kraven.

The hunter uses his bear powers to cut the tree in half with his aura claws, but was quickly met with a twin spin attack from Sonic and Tails, barely knocking him down. "You two are quite skilled. Definitely worthy of being my trophies." Kraven grinned.

"If you want a trophy of me, Kraven, then go visit the Station Square gift shop. There should be plenty of trophies of me in all shapes and sizes." Sonic joked.

"You don't understand. I'm more of a…premium edition collector." Kraven uses that the monstrous strength of a bear to pound the ground so hard it causes the mobians to lose their footing. While they are stunned, Kraven throws his knife at Tails, knocking him backwards to hit Spidey so he could be free to deliver a heavy punch to the hedgehog's stomach.

"Oofff!" Sonic grunted as he's uppercutted through several trees.

"Now, where is the spider?" Kraven asked himself, looking around and using his enhanced animal senses to track down his nemesis.

"Up here, lion tamer!"

Kraven looks up in time to get pounced by Spider-Man. The arch-rivals throw a few fisticuffs at each other, with Kraven having the slight advantage. Spider-Man got the chance to sweep-kick him and straight kick him in the chest, forcing Kraven to use his new power to morph his aura to represent an eagle.

"Can you catch me up here, Spider-Man? C'mon, I dare you!" Kraven taunts as he flies up high above the trees.

"Oh, I dare you to feed on these bird snacks I have in my hand!" Spidey quips, shooting a web line aimed at Kraven's leg, pulling himself up to the sky to have a little aerial battle against him.

Meanwhile, Tails checks on Sonic after the two recovered from Kraven's attacks. "Sonic, are you okay?" Tails asked his blue buddy.

Sonic rubs his aching head as he stands up, "Yeah I'm fine." The super speedy hero looks up to see Spidey fighting Kraven in the sky. "Take us high, Tails!" He smiles while pointing him to the sky.

"Got it!" Tails responded. The flying fox revs up his tails to fly, grabbing Sonic's hand and the two ascend to rejoin the fight.

Meanwhile, Spidey is having trouble fighting Kraven in the sky since he's obviously not a flying spider. "I have a suggestion for you, Kraven! How 'bout we take this fight back to the ground where we stand on equal footing with a good chance of me succeeding!" The super spider hero joked around while firing web balls.

"Then you should probably learn how to fly then!" Kraven retorts, cutting the web balls with his sharp aura eagle wings.

"If it was in the instruction book on 'How to be Spider-Man', then I would've learned to fly a long time ago! Luckily, I did learn how to do this!" The spider hero zips over, forming a web hammer to smack Kraven in the face, causing him to lose focus in the air for a few seconds.

"Uhh! You're going to be sorry for that, Spider-Man!" Kraven snarled.

"Not as sorry as you're going to be!" Sonic says as he and Tails caught up to the hunter. Tails throws the hedgehog to repeatedly attack Kraven. Tails was able to land a tail swipe just seconds before Spidey finishes him off. "This hunt is officially over!" He quips as he lands the finishing punch that hurls Kraven to the ground. The great hunter lies there unconscious as the victorious trio lands in front of him.

**BGM End**

"Looks like the hunter is the one that got hunted!" Sonic punned.

"Ugh." Tails groaned while Spidey let out a small chuckle.

"Man, and I thought my puns were bad." Peter said.

"That's why we should keep working on them." Sonic replied.

"Of course. But I'm pretty sure it would take years for us to perfect them." Peter believed.

"Years for you. Me, give it another month." Sonic quipped. He kneels down to obtain the third chaos emerald from the unconscious Kraven's possession. "Three down, four more to go." He counted.

"Are we just gonna leave Kraven here?" Tails asked as he looks down at the unconscious hunter.

"He's not a threat no more. But just in case." Spidey webs up Kraven nice and tight to a tree. "This should hold him for a few hours until your Freedom Fighting guys can come and hold him 'til we're done, assuming the doctors don't pick him up first."

"All the more reason to move it and get the other emeralds! So let's do it to it!" Sonic speeds off on his own back to the Tornado for their next destination.

Spidey smirks from Sonic's impatient attitude, starting to grow a likening for it, "Heh. He NEVER stops, does he?"

"He's like the wind. Always has been. Probably always will be." Tails smiled.

'_Wish I was like that. Free as the wind. But it always feels like the fate of the world rests on my shoulders.' _Peter thought somberly in his head. Thought he and Sonic share a lot of similar traits like sporting a care-free attitude, Sonic doesn't seem to hold any type of burden while Spidey struggles day in and day out trying to balance a double life as a student and a superhero, with one often affecting the other with some dire consequences that makes Peter's life not that fun at all.

Peter shakes off those thoughts as he gets ready to catch up with Sonic, "Welp. Better not get left behind, then. Let's move, Tails!"

"Yeah!" Tails said, flying alongside the web-slinger to catch up with Sonic and head for their fourth Chaos Emerald.

* * *

**KFX Here: For those still confused about this story and if it fits into the main canon, let me explain. This is a remake of the original story. Meaning the main plot is the same but with better writing, additional scenarios, and some changes, aka retcons. Nothing too major. Though I should warn you I plan on having Spider-Man meeting the Freedom Fighters a lot sooner than he did when he first met them in "Spider-Island DX". That's a retcon, but like I said, it won't be a big deal that'll effect the overall plot. I say the excuse for this is because of Dr. Doom's Genesis Wave from "Exo War" that altered the past just slightly while he was fusing the universes to give an explanation for future remakes. **


	6. Act 5: A Sandy Situation

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! Finding the third Chaos Emerald was no problem. Had to complete some trials by that Kraven the Hunter guy from Spidey's world and then we had to fight him. Sorry buddy, but you could never hunt me down. It's simply impossible. But this makes me wonder what other nutjobs did the docs bring over here? Guess we'll find out soon enough.**

**BGM End**

* * *

_Act 5: A Sandy Situation_

**Back on Earth at Avengers Tower**

Avengers Tower. One of the tallest buildings in New York City. Home to Earth's Mightiest Heroes, the Avengers. One of the founding members of the team, Tony Stark, aka the invincible armored Iron Man, is in his lab tinkering with his Extremis Armor while mildly listening to Nick Fury rambling from a holographic screen call.

'_Stark! How's the research on the ISO-8 coming along?'_ Nick Fury asked the billionaire superhero.

"It's going fine, Nick. Me and Reed have been researching this stuff like no tomorrow. It's pretty interesting actually. Unlike a regular catalyst, the ISO-8 keeps changing on its own. It's amazing what you can do with it. You can like create the perfect clone. Multiply one's powers. Creating a Cosmic Cube…" Stark said casually, still working on his armor.

'_A Cosmic Cube?! You mean to tell me the ISO-8 can create one of the most powerful objects in the universe?' _Fury remarked, surprised of immense capabilities the ISO-8 can create.

"If enough of it is harnessed." Tony answered. "The ISO-8 is a source of limitless potential. If there's one flaw it'd be that it's difficult to extract, and it can be unstable." He replied, again so casually.

'_Which is why we need to recover as much as possible before someone bites off more than they can chew from it and take the whole world down with them.' _Fury said, fearing the power of the ISO-8, enough to destroy the whole world in the wrong hands.

"No need to worry, Nick. You have to be a genius like me to create something so dangerous with them. Which is another reason why the Avengers made it their top priority to raid every HYDRA and A.I.M. base on the map housing this stuff to secure." Tony assured the director everything should be okay as long as the ISO-8 isn't being used by an evil genius.

'_Smart thinking.' _Fury said.

"That's kinda what I do." Stark quipped. Then, a sliding door opens to the lab for a star-spangled solider with his American shield stashed to his back as he walks in to greet Tony. "Hey, Steve. Did you come to watch me tinker with my armor, or did you really miss me?" Tony joked with the first avenger, Captain America.

"Neither. I was hoping you would know where Spider-Man is?" Captain America asked about Spider-Man's current whereabouts.

"Spider-Man? No, why exactly?" Stark asked.

"We were supposed to meet for some training today, but he hasn't shown up yet." Rogers replied.

Tony placed his tools on the table, "The kid's a high school student/superhero. You can't expect him to always show up on time."

"But no one has heard from Spider-Man OR Peter Parker since yesterday. I tried calling but it immediately went to voicemail." Rogers informed him of Spidey's disappearance.

"You don't think being my personal intern scared him off, do you?" Tony joked.

Rogers shakes his head in denial before turning to the holographic screen to speak with Nick Fury, "Fury, you don't suppose you know anything about Spider-Man's disappearance, do you?"

'_I ordered Spider-Man to track down Doctor Octopus who went missing right around the time of the Pulse but hasn't reported back yet, and I've lost his signal. Wherever Spider-Man is, he's not on Earth.' _Fury informed the two Avengers.

Tony gets up to put on his armor as he talks, "You don't think Octavius has any of the ISO-8, do you Fury?" Tony asked him.

'_Very possible. Octavius may be a crazy, but he's still a genius. A genius who has his multiple hands on the ISO-8. And I have a bad feeling he's planning something big with them.' _Fury said.

"Send the coordinates of Spider-Man's last known location. Whatever the case, he could be in danger. Let's focus our attention on finding him and Doc Ock before things could get messy." Rogers commanded. The first avenger turns to Iron Man, who has finished suiting up and is ready for action.

"**Ready when you are, Captain!" **Iron Man said.

Steve takes out his Avengers ID card to put out the signature call to the rest of the team, "Avengers Assemble!"

* * *

**Parker Residence over at Queens**

Mary Jane rings the doorbell to check on May Parker. After a few seconds, Aunt May opens the door to see its MJ. "Oh, hello Mary Jane, how are you doing today?" May asked the teenage red-head.

"I'm doing fine, Mrs. Parker. Can I come in?" MJ asked with a comforting smile.

"Oh, of course you can, my dear." May opens the door fully to allow Mary Jane inside. They both walk into the kitchen to eat some snacks May set out on the table.

"Still haven't heard from Peter?" Mary Jane asked the poor old, worried woman, who is still worried where her nephew might be.

May sighs, "No, not yet. I tried calling the Daily Bugle but no one there has heard from him either. MJ. I know you and Peter broke up a while back. You don't think his disappearance could be related to that?" She asked Peter's ex.

MJ lightly chuckles with some slight embarrassment. "I'm pretty sure it's not because of that. _Maybe _he's taking pictures of Spider-Man." She said, a little unsure, trying her best to hide Peter's secret identity from his aunt.

"But no one has heard from Spider-Man lately either." May noticed Spider-Man has also gone missing. She gasps with instant worry, "You don't think he got kidnapped while taking pictures of Spider-Man, or worse do you?!"

"May, please. I know Peter better than anyone," MJ quickly assured her, _'Trust me, I really do,' _She then thought, "You gotta have faith he's alright. Peter wouldn't want you to worry yourself about. He'll come back. He always has. Just always fashionably late." She said with a little joke to lighten the mood, and successfully cheer up May enough to not worry herself to the bone.

* * *

**Mobius, en route to Mirage Road Zone**

**BGM-Dragon Ball Z: Budokai 3 OST-Embrace the Blue Sky**

The Tornado flies over a large desert, passing by a few pyramids as they make the team make their way to the fourth Chaos Emerald. "Pfft! Yuck! The air here tastes like sand!" Sonic spitted.

"Well we ARE in a desert. Ya know I can always web up your mouth so you won't breath in the sand particles." Peter joked.

"Ew. No way. I don't wanna be clogged up with your gunk." Sonic smirked, joking.

"It's perfectly clean, I swear." Peter quipped.

"Uh-huh. When was the last time you washed that web shooter of yours?" Sonic quipped back, still with the same expression.

"When we were in Water Palace."

"Did you use soap while 'washing' it?"

"I was too busy trying to stay alive."

"Guys!" Tails interrupted the two jokesters joking around with each other to tell them something. "Just got word from Sally that Kraven was missing by the time they arrived at Leaf Storm."

"That means the docs must've picked him up first, meaning we'll most likely gonna see him again." Sonic replied.

"Along with the rest of the Sinister Six." Peter added.

"The Sinister Six? Some kind of evil boy band?" Sonic asked.

"An evil boy band made up of my worst enemies led by Doc Ock to kill me every so often. I'm assuming Ock went back to my dimension to recruit a new edition to track down the remaining Chaos Emeralds. We've already met Ock and Kraven who are part of it, but I don't know who the remaining four could be," Spidey says as he notices they are about to land in Mirage Road, "Though if I were to guess, one of them might be Sandman."

"A man that can control sand I take it?" Sonic casually asked as the team hop off the plane and start heading towards the pyramid with the Chaos Emerald.

"Gee, how did you know?" Peter quipped.

"Lucky guess." Sonic quipped back, guessing Sandman's powers based off his name alone.

"If Sandman's also here looking for the Chaos Emerald, we're in deep trouble. He can turn this entire desert into a weapon, and I don't even want to imagine what he could do if he had an ISO-8." Spidey said, causing his mobian friends to shiver at the thought of a ISO-powered Sandman controlling the desert like it's a part of him.

"Then let's find chaos emerald here before the walking beach does." Sonic highly suggested.

"Agreed. Let's go!" Peter shouts as they all head inside the pyramid.

**BGM End**

* * *

**Mirage Road Zone**

**BGM- Spider-Man: Shattered Dimensions OST-Cavernous Quarry**

The heroic trio uses their maneuverability skills to traverse through this hot, desert labyrinth that sports an Egyptian theme. "How close are we to the emerald?" Peter asked they entered a room.

"I'm not sure! I can't get a fix on it! It might be it's deep below the pyramid." Tails informed them.

"Any of you know where the nearest elevator's at?" Peter joked. "What," suddenly his spider-sense senses something forming from the sandy ground. Deadly humanoid-looking creatures made entirely out of sand.

"Uh, Spidey, one of them wouldn't happen to be Sandman, right?" Sonic asked the wall-crawler looking a little worried.

"None of them are. I had no idea he could use his sand to create his own little army." Spidey said, ducking from a sandy punch from a sand monster.

"He's probably powered-up with the ISO-8 like you said." Tails remarked, striking his namesakes at one monster sand, only for the thing to almost immediately reform and swipe Tails to the wall.

Sonic performs a boost on a trail of monster sand, scattering them into pieces, but to his shock it was deemed ineffective as the creatures reformed almost instantly. "This is bad. Nothing we do has any effect." The hedgehog scowled as he kicks another one with little effect.

"If we had water, this would be no problem. Any of you brought a water bottle?" Spidey quipped, flipping back and countering with web shots at three sand monsters.

Tails flies up to blast the creatures with his arm blaster, "These things are only here to distract us! We have to keep moving!"

But it would seem escape is impossible if they are continued to being surrounded by a big number of these vicious sand monsters, "Looks like we have no choice but to fight if we want to pass!" Sonic said, punching and destroying more sand creatures despite the effort being futile.

"But no matter how many times we destroy them, they just keep reforming! We need a new plan!" Tails responded, continuing to attack the sand creatures while hurriedly thinking of a new strategy.

"CHAOS SPEAR!" It would appear that knew strategy has shown itself up in the form of spears made of chaos energy, stunning the creatures into a pile of sand for a few moments.

"What the…" Peter remarked, confused on what just happened.

"Over here!" A black hedgehog that looks very similar to Sonic calls them to the next room. With no other choice, the trio made their way to the safe zone while the black hedgehog throws a few more chaos spears to keep the reforming sand creatures off their backs.

**BGM End**

Spider swipes the sweat from his forehead, "Whew. That was almost too close."

"Thanks for the save, Shadow." Sonic thanked his arch-rival.

"Shadow?" Peter turns around to stare at the black hedgehog that saved them, almost mistaking this 'Shadow' person with Sonic, _'Whoa, he almost looks like Sonic!'_

Shadow grunts as he puts on his usual, brooding, stoic pose with his arms crossed, staring at the spider hero he never seen before. "So, who are you supposed to be?" The GUN agent asked the web-slinger.

Peter smugingly points to himself, "I'm your friendly interdimensional neighborhood Spider-Man!"

Shadow rolls his eyes, "Whatever. Why are you guys?"

Tails walks up to answer, "We're here to find the chaos emerald somewhere in this pyramid. Why are you here, Shadow?"

"I was sent here to investigate an unknown energy signature we detected back at G.U.N. headquarters." Shadow stoically answered, typical of the brooding hedgehog.

"You work for this world's version of S.H.I.E.L.D.? You do kinda remind me of Black Widow in a way. You both never smile." Spidey joked, which seems to annoy the black hedgehog but he's doing a good job hiding it.

"I take it you are not from this world?" Shadow asked the webbed jokester.

"Nope. From another dimension. Came here to save both our worlds from Doc Ock and Eggman." Spidey answered light-heartedly.

Tails continues from where Spidey stopped, "They're collecting the Chaos Emeralds as well as the ISO-8. It's a rare cosmic substance that came from Spidey's dimension and is potentially very powerful stuff. It must be the same energy signature you and G.U.N. detected."

"So, the Doctor is involved in this too." Shadow said, starting to gain an understanding of the current situation.

"Yeah, and one of their lackeys, the Sandman, is here in this pyramid searching for the Chaos Emerald and got powered up with the ISO-8, hence those sand goons we ran into earlier." Sonic told the dark rival.

"This ISO-8 does seem to hold mysterious energy different from the emeralds. I can't imagine the power it would bring if the doctors got their hands both it and the emeralds. It could be catastrophic." Shadow wonders.

"Catastrophic to threaten both dimensions. So will you help us, Shadow?" Peter asked the ultimate life form if he will help them in their quest to save their worlds.

Shadow looks at Peter, "Fine. I'll help you guys out."

"Sweet! Up high, Shadow!" Sonic gleefully raises his hand for a high-five, but his serious rival simply walks away towards the other direction.

"Just keep walking."

"You sure that guy isn't your dark brooding clone?" Peter asked his blue blur pal.

"Even my clone wouldn't just leave me hanging like that. Hey Shadow, wait up!" Sonic calls out as the trio catches up with the ultimate life form.

* * *

**BGM-Sonic the Hedgehog (2006) OST-Dusty Desert (The Ruins)**

With Shadow by their side, the heroes continue their search for the Chaos Emerald. They travel deeper and deeper into the pyramid, avoiding fighting any sand creatures they can't defeat. After some more exploration, the heroes hop onto a moving platform.

"Hey, I remember taking this. All we need are some falling boulders and badniks to come cramp my style." Sonic joked, smiling.

"This is the slowest elevator ride ever. Are we there yet?" Spidey joked.

"You two, focus!" Shadow raised his voice at the double jokesters. "I can sense the Chaos Emerald is down below us. But I'm also sensing something powerful coming right for us."

"Is it something that would help you be nice to others?" Spidey quipped, causing Sonic to snicker Shadow gives them both the quiet death stare. "Okay, okay. No need for the look. Do you know what's coming?" He asked the black hedgehog until his Spider-Sense warns him of who's coming.

"I'm coming!" A stream of sand drops onto the moving platform in front of the heroes. The sand quickly forms into a person rocking a green shirt and tan pants. "Hi there, spider brat!" Flint Marko, aka the sandy Sandman, confronts his old enemy and new enemy with a creepy smile.

"Oh, hi there Marko. You seriously couldn't come up with a better intro line than 'I'm coming'? You know people will purposely take that outta context, right? Spidey joked around, which starts to make Marko mad

"It hasn't even been a minute and I'm already sick of your insults, wall-crawler!" Sandman yelled. The sandy criminal brings out a red ISO-8 crystal that's been the cause of his enhanced powers. "You won't be so funny after I've buried you in this pyramid!"

"But why not waste time building the perfect sand castle at the beach!" Sonic joked.

"No time for joking around!" Shadow scowled at the jokesters for not taking this situation seriously.

"But I thought joking around relieves stress in the nerves. God someone like you might need it." Spidey quipped.

"Not now, Spider-Man!" Shadow retorted.

"I know a better way to relieve stress!" Sandman grinned. The enhanced super-villain blasts the four heroes off the platform with a sand blast from his hands, destroying the part of the platform they were standing on as they fall to the dark pit, screaming as they enter deepest part of the pyramid.

"See you guys NEVER! AHAHAHAHAHA!" Sandman laughs as he continues riding the half-broken platform to the location of the Chaos Emerald.

**BGM End**

* * *

**With Sonic and Tails…**

"Uhhhhh…Where are we?" Sonic asked. The blue hero simply rubs his head as he slowly stands up along with Tails in a dimly-lit section of the pyramid, far deep below in some ancient ruins.

"I think we're in some sort of tomb." Tails said, observing his surroundings.

Sonic checks around to see if Spider-Man and Shadow with them, "Hey, where's Peter and Shadow?"

"We must have gotten separated from the fall. Do you think they're alright?" Tails asked, worried for his friends.

"Shadow survived worse falls, remember? He's probably yelling at Spidey for making us fall." Sonic replied, confident the other two are okay.

"At least this will give them some time to get to know one another." Tails said.

"Easier said than done." Sonic replied, knowing it might be a bit difficult for Spidey and Shadow to bond considering they're polar opposites in terms of personality. "Let's go and find that emerald and meet up with them. Agreed?"

"Agreed." Tails nodded, then looks at his emerald radar to check how close they are to the emerald. "Hey, I'm getting a signal! It's faint, but it's close."

Sonic grins as he immediately starts revving up his feet, "Let's get to it first before the others do! Come on!" He dashes off along with Tails to nab the emerald first before Spidey and Shadow.

* * *

**With Spider-Man and Shadow…**

"Uhhhhh. Did anyone catch the number of the sand that just hit me?" Spidey asked all groggy, standing up in a similar tomb Sonic and Tails were in. He spots Shadow all fine walking off alone so he calls him out, "Hey, Shadow! Wait for me!" He catches up to the serious hog, stopping him by touching his shoulder, only to be immediately pushed back. "You don't like being touched, do you?" The webhead joked.

Shadow grunts, "Not by you. We've only just met and you've already caused a lot of trouble. If you weren't joking around, we might've gotten the chaos emerald already! I may be used to Sonic never taking things seriously, but I won't stand for another annoyance." The black hedgehog scowled at Spidey, clearly not happy with him or his non-serious attitude.

Spidey shamelessly rubs the back of his head, "Look, I'm sorry. That's just the kind of person I am."

"Yeah, and look what that got us." Shadow said uncaringly as he walks ahead of Peter, while the webhead crawls on the ceiling above him.

Spidey puts his face down and starts to sound more solemnly, "I know what's at stake, I really do. I have a whole world counting on me. Friends. Loved ones. Sometimes the pressure's a bit too much and I need some way to release it. The pain of loss."

"What do you mean?" Shadow asked, seemingly growing intrigued with Peter's story.

"My life isn't all sunflowers and rainbows." Peter continued, still gloomy. "I spend every day trying to save as many lives as I could, but no matter how hard I try, people still die. I know it's impossible to save everyone. I get that. But when it's a loved one caught in the crossfire and you did everything you could to save them but still fail, it rips me up inside. And it's happened, again and again. The worst part is knowing it's your fault, that you could've easily prevented it but didn't. That was me the day I lost my Uncle Ben. He's always told me, 'That with great power must also come great responsibility'." He frowned behind his mask, reminiscing of that fateful day he lost his uncle and became Spider-Man, protector of New York City.

Shadow walked silent throughout the whole story. In his heart, he's surprised to hear that a loud-mouthed superhero like Spider-Man could have such a tragic backstory. A backstory Shadow could relate easily as he's also been in his shoes before 50 years ago.

"I've lost people too." Shadow finally spoke, with no hint of anger hidden within.

"You have?" Peter remarked, a bit shocked.

"50 years ago. Onboard the Space Colony Ark. Lost a lot of good people back then. Including my best friend, Maria. Almost destroyed the world to avenge her, but I remembered that's not what she would've wanted." Shadow replied somberly.

"I'm sorry." Peter apologized.

"That's alright. I'm over it. I've learned to leave the past behind me. Unlike me, you never succumbed to your hatred for revenge. You instead focus your powers to help countless lives. "You're a great hero, one who understands the pain of loss and learned to overcome it. Now you must learn to move forward from your past and focus on your future." Shadow kindly advised the depressed web-slinger.

"I-I'll try. Thanks, Shadow." Peter said.

"Your welcome. What is your name?" Shadow asked him.

"It's Spider-Man." Peter replied.

"Your OTHER name?" Shadow wanted to hear Spidey's secret identity.

"Oh. It's Peter Parker." Peter answered, believing he can trust Shadow with his secret identity.

A small smile forms on the black hedgehog's face, "Good. Always remember who you are and what that name means to you."

"Got it." Peter nodded with a smiling nod.

During their little heart-to-heart, it would appear the two heroes have walked into the central tomb of the pyramid. An Egyptian chamber with lights lighting up the place. And what's more important, the yellow Chaos Emerald plainly sitting at the center.

"Awesome! The fourth emerald!" Spidey web-yanks the yellow emerald to his hands. Just then, his spider-senses tingles to incoming danger.

**BGM- Spider-Man Shattered Dimensions OST - VS. Sandman - Maelstrom**

"Get ready!" Shadow warned him to prepare for their mutual menace, the Sandman. The desert-filled criminal reforms from a pile of sand that dropped from the open ceiling.

"Stinkin' little wall-crawler! That was MY emerald to nap! Sandman angrily said to his spider foe.

"Sorry, Sandy. Finders keepers!" Spider-Man quipped.

"I'm gonna crush you!" Sandman roared, replacing his legs with a sand tornado to move freely.

"Then try your best, you disgusting beach resort!" Shadow insulted.

"Hyuraaaagghhhh! I'll flatten you!" Sandman yells, forming a large sand mace to clobber his annoying enemies, but they his attack just in time. Shadow teleports in front of the Sandman for a vicious aerial combo, but they proved to be ineffective against his sandy body.

"Hahahaha! You're going have to do better than that to stop me!" Sandman punches Shadow right in the face, knocking him away. "Hah! And the doctors said I might be in trouble if I ran into you!"

Shadow growls in anger, "You dare underestimate the Ultimate Life Form! Big mistake!" He charges up a couple chaos spears from his right hand. "You are going to regret taking me lightly!" The dark hedgehog throws his chaos spears at Sandman, only for him to dissolve into a pile of sand to duck under them. The spears instead almost hit Sonic and Tails who have just arrived to the battle scene from another room.

"Hey Shadow! Next time aim that thing at the bad guy, not us!" Sonic shouted from the sidelines.

"What do you think I was doing, faker!?" Shadow retorted as he throws more Chaos Spears at Sandman while Spidey throws a barrage of web bullets in conjunction.

"Are we seriously starting this now!?" Sonic retorted.

"Guys, look out!" Spidey yelled at them to avoid Sandman's large sand hammer.

"Not today! I have enough people throwing hammers at me!" Sonic said, joining up with Tails to attack the walking beach castle.

"Really, 'cause I only recall one person with a hammer." Tails said, referring to their other close friend who's a pink hedgehog that also wields a hammer.

"We're not talking about this now!" Sonic retorted, sliding under a sand blast, leaping back up to perform some homing attacks that again don't do much against Sandman.

"Hmph, if you don't like the hammer, then maybe I should try something bigger!" Sandman starts laughing maniacally as he uses the surrounding sand to grow large enough to break through the ceiling, causing it to collapse on the heroes as he continues to grow.

"We need to get out of here before we become part of his sand castle!" Spidey yelled.

"Give me a Chaos Emerald, NOW!." Shadow requested. With no time to waste as the sand pours like crazy, Spidey throws an emerald to Shadow so he could perform his signature move. Chaos Control!" He shouted, teleporting the team outside the collapsing pyramid.

"Woah! Incredible! How did you do that?!" Spider-Man asked the ultimate hedgehog.

Shadow chuckles, "I'm Shadow the Hedgehog, the world's ultimate life form. There's nothing I can't do when I have a chaos emerald."

"Guys, we still have a BIG problem!" Tails points them to witness Sandman absorbing so much of the desert he grows as big as Godzilla, completely towering his tiny enemies.

The giant Sandman lets out a loud laugh that can be heard across the desert, staring at his small foes with his glowing yellow eyes of his. "THIS IS THE PART WHERE I FLATTEN YOU!" The giant sand monster takes big long steps in an attempt to squash them likes ants. The heroes quickly run for their lives as they also avoid his giant sand mouth blasts.

"I doubt even the ocean could stop him now!" Tails said loudly while flying away from Sandman's attacks.

"If we can't cool him off, let's turn up the heat!" Spider-Man suggested with a plan in mind. "Shadow, is it possible that you can use the chaos emeralds to heat him up, to about 3,400 degrees Fahrenheit?" He asked the black hedgehog

Shadow just scoffs, "Hmph. I told you before, there is nothing I can't do when I have a chaos emerald."

"Then how about with four lucky emeralds?" Spider-Man smirked.

Shadow also forms a smirk on his face, "I'm likening the way you think. Certainly more tolerable than Sonic."

"Hey!" Sonic retorted.

As they continue to avoid Giant Sandman's humongous attacks, Spidey and Sonic throws the other three chaos emeralds to Shadow. "Time to show you the ultimate power!" Shadows flies up with all four emeralds glowing and circling around his body, charging him up with power beyond compare. Sandman roars and takes this chance to attack Shadow while he's distracted, throwing a large punch that would've hit him if he didn't shout this in time, "CHAOS BLAST!"

**BGM End**

A ginormous explosion of intense chaos energy completely covers the entire desert, consuming the screaming Sandman while blowing away Spidey and the others across the ground. It took a bit for the three to recover, shaking their heads and gathering the strength to stand up, spitting out the sand in their mouth.

**BGM-Sonic Rush OST-Theme of After the Fight**

"Uhhhhh… Couldn't he warn us before he blows a nuke?" Sonic joked, hitting the sand out of his ears.

"Whoa, what just happened?" Spidey and the other two mobians start to notice most of the desert has completely transformed from rough sand to stain glass.

"Hey guys, look." Sonic points at the Giant Sandman that has also completely transformed into a giant glass sculpture.

"Incredible…" Tails expressed, shocked at what he is seeing.

"This is the power of the Chaos Emeralds?! No wonder the docs wants them so badly!" Spidey remarked, so shocked his lenses are frozen and completely widen.

At the same time, Shadow drops back to the ground with four of the emeralds, "And that was with only four emeralds. Imagine what would happen when you have all seven."

"I rather not." Peter responded.

"So what are we gonna do with glassman? We can't just leave him here, otherwise the doctors might pick him up like they did with Kraven." Sonic asked a good question.

"Not a problem. I'll have G.U.N. come here to place him in a cell until you've found all the emeralds, then take him back to his dimension." Shadow answered.

"We now have four emeralds, leaving just three more to find." Spidey counted.

"Two more." Shadow stated with his arms crossed. "G.U.N. is guarding one emerald back at HQ. Collect the others and we'll be glad to give you the last one."

"That's great! That's one emerald we know the docs will have a hard time getting. Now let's go find the rest gang!" Sonic smiled.

"Right!" Spider-Man and Tails both said in unison.

"Don't forget these ones." Shadow throws back the four emeralds back to Spider-Man's hands.

"Thanks for the help, Shadow." Spidey thanked the GUN agent.

"No problem, but remember what I told you." Shadow reminded him of their little conversation down in the tombs.

Peter nods in response, "I remember. Thanks for everything."

Shadow smiled, "Then good luck, Spider-Man." He wished the web-slinger a safe journey as he watches the heroic trio hop back on the Tornado head for their fifth Chaos Emerald.

* * *

**KFX Here: This is one chapter I'm glad I rewritten. Didn't like how I written some parts in the original, mainly the conversation between Spider-Man and Shadow. This feels better written and more in-character between the two.**


	7. Act 6: A Date with Electricity

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! Whaddya know. The docs sent Sandman to a desert to find the next emerald. How predictable. Still, we would've been beached if Shadow didn't show up. Man, the way he used the Chaos Emeralds was simply frightening. Can't imagine what happens when you have all seven. Just another reason to keep on moving and finding the rest.**

**BGM End**

* * *

_Act 6: A Date with Electricity_

**Abandoned Warehouse 95, aka Doc Ock's Secret Lab on Earth**

"**This is the place. Or WAS the place." **Iron Man joked.

The Avengers, consisting of Iron Man and Captain America of course, along with the God of Thunder, Thor, the Incredible Hulk, and secret agents Hawkeye and Black Widow, followed Spider-Man's last know coordinates to Doc Ock's secret base at the abandoned warehouse, but when they arrived there, the place seems totally empty. Cleared out, it seems.

"You sure we're in the right place, Tony?" Cap asked.

"**Positive. This place REEKS of residual ISO-energy. Wherever Ock is, he's long gone, along with enough ISO-8 to cause major trouble." **Tony replied.

Black Widow kneels down to pick up leftover equipment left by Ock, "I'm guessing Ock wasn't too happy when Spider-Man stumbled upon his lab so he cleared out, along with any clues of their current whereabouts."

"Ugh. Why are even looking for bug boy anyway? He's not even an Avenger." Hawkeye rudely asked his fellow teammates, expressing his dislike for wannabe, childish hero like Spider-Man.

"But he's still a hero that's gone missing and has friends and family worried for him. It's our job to find him and bring him home." Cap answered the archer.

"I've contacted Heimdall but even his all-seeing eye cannot locate the Spider in any of the realms." Thor informed.

"**Perhaps because he's not in this universe." **Tony vaguely said that confused some of his teammates.

"What are you talking about, shellhead?" Hawkeye asked.

"**I've been analyzing residual ISO-energy for what Ock might've used it for. It would seem he was able to open a dimensional rift using the ISO-8." **Stark said.

"Great. So that stuff can also open portals to different dimensions." Hawkeye sarcastically said.

"Which dimension did it open to?" Black Widow asked, believing Spider-Man chased Doc Ock to a different dimension.

"**Not sure yet, but I'll keep looking. The multiverse holds infinite universes. Ock and Spidey could be in any one of them." **Stark replied, determined not to stop until he's located Spider-Man and bring him home.

* * *

**Mobius, Night Carnival Zone**

"Wow, this place is amazing!" Peter said with an amazed look, now walking in his civilian clothes. He, along with Sonic and Tails, are now walking with the crowd at Night Carnival, a city-like carnival next to the ocean, in search for their next Chaos Emeralds. Its buildings are classical and define, featuring lots of neon and bright lights and rides and attractions for everyone to enjoy.

Peter notices the flashing signs that have Sonic's face on them as they walk. "Wow Sonic. I had no idea you were popular enough to have your face plastered everywhere." Peter told the hedgehog.

Sonic chuckles, "What did ya expect? I'm the most awesome hedgehog this world has. What about you, Pete? Don't you have any rides or merchandise based off you back at your world?"

"Not that I know of since a majority of New York hates me." He said, catching both Sonic and Tails by surprise from his words.

"Wait, people hate you?! Why?!" Sonic remarked.

"Being a vigilante's not tolerated in my world so I tend to get a lot of flack, especially from J Jonah Jameson, who I so happen to work with." Peter replied.

"Why work with a guy who hates your alter ego?" Sonic asked with a deadpan stare.

"Gotta find some way to pay the bills." Peter replied.

"But aren't you a part of those 'Avengers' you told us about?" Tails asked.

"I'm at best a 'reserved' member. That, and I kinda get on everyone's nerves, mostly Hawkeye's. Makes me wish there was a world where I'm loved and not be flacked for doing the right thing." Peter quipped.

Sonic shrugs, "Who knows. Maybe the next time you travel dimensions, the people there might actually like you."

"The day I travel to another dimension is the day I find a girl that actually likes my jokes, or makes the same lame puns as me." Peter quipped.

**BGM-Sonic Adventure OST-My Sweet Passion**

As the trio continue walking for the next chaos emerald, they suddenly hear a loud voice crying out for them, Sonic specifically. "SOOOOONIIIIIIIIC!" The girly voice was heard straight behind them, followed by loud footsteps that gets louder and louder as it approaches them.

Sonic instantly freezes up in fear the moment he heard that familiar voice, "Oh no…"

"What's wrong?" Peter asked while Tails gave the hedgehog a blank stare, completely aware of the incoming situation.

"Amy's here." He nervously answered, still frozen in fear.

"Who?" Peter raised an eyebrow.

A second later, a pink blur tackled Sonic with a bone-crushing bear hug. "There you are, my _darlin'_ Sonic! I knew that was the Tornado I saw landing here! This time, I'll make sure you go out on a date with me!" The excited pink hedgehog.

"Gah! A-Amy! Off! NOW!" Sonic shouted as he hates being touched and surprised like that, especially from Amy Rose, fellow Freedom Fighter and self-proclaimed girlfriend to the blue blur, who doesn't share the same feelings for her.

"Is this what they're always like?" Peter asked Tails.

"Yeah, pretty much." Tails replied with a casual smile, used to these two lovable hedgehog's antics.

"Amy, can you PLEASE get off of me! I don't have time for a silly date!" Sonic told her.

As soon as he finished saying that, the pink hedgehog suddenly whips out her giant yellow hammer. "What did you say?!" She asked in an angry tone, frightening the three boys.

"I…uh…" Sonic tried to talk but is too frightened to say anything, so Peter decided to intervene.

"Um, Amy, was it?" Peter asked the hammer-wielding hedgehog, which got her attention.

"Who are you?" Amy asked.

"I'm Peter Parker, and right now I'm helping Sonic and Tails find the remaining chaos emeralds before they are used to take over the world, maybe two. And we kinda need Sonic in one piece to save them." Peter explained to her.

"Oh, that's right. I heard from Sally that's what's happening. So you must be that Spider-Man guy from that other dimension." Amy deduced Peter's secret identity.

Peter quickly gets flustered and worried another person knows his identity in this world, "Uh, no! I mean, I'm from another dimension, yeah, but I'm not Spider-Man! I'm just his photographer who wounded up with him, that's all!"

Amy chuckles, easily seeing through his lie, "It's alright. I won't tell anyone. Let me help. I AM a Freedom Fighter as much as Sonic and Tails. I may not look like it, but I am a master wielding a hammer."

"Sure. We can split into two teams. I'll go with Tails while you go with Sonic." Peter suggested to her.

"WHAT!" Sonic shouted in total response to his plan.

Amy gasps while her eyes sparkle from sheer joy of that amazing idea, "You really mean it?!"

"Yup. Contact us if you find the emerald!" Peter shouts as he and Tails walk one direction, leaving the extremely joyful pink hedgehog and extremely annoyed blue hedgehog alone together.

"We will! Bye!" Amy waved goodbye to the other two.

"Wait! I didn't agree to this! Peter! Tails! COME BACK! Don't leave me here!" Sonic shouts but they were long gone to hear his pleads.

Amy grabs a hold of a surprised Sonic's hand while he wasn't looking, "Come on, Sonic! We can find the emerald as we gone on this date!" She smiled.

"This isn't-!" Sonic shuts his mouth the second he received the cold angry glare from Amy. The blue hero sighs in defeat, knowing he lost this argument, "Fine, you win."

"YES! Come on, let's go over here!" Amy then begins to drag the completely unamused Sonic throughout the carnival for their date.

**BGM End**

As the two hedgehogs begin their date, unaware to them as well as Spider-Man, a mysterious person has just entered the park, wearing a brown coat and a hat to cover his true appearance. "The doctors said a chaos emerald is somewhere here. Better find it before someone else does." The mysterious cloaked figure then starts walking to find the chaos emerald. With every step he takes, the lights around him flicker for a quick second thanks to a sudden spark of electricity discharging from the man's body.

* * *

**With Peter and Tails…**

"You know we didn't have to split up, right? We could've just stayed together using my radar." Tails asked Peter as the two friends explore the carnival for the emerald.

"I know. I just thought it would be nice for Amy to have a little fun, despite her being a bit…crazy." Peter explained his reasoning for the split up.

Tails chuckles, "Well Amy has been in love with Sonic for a long time. She just doesn't know how to hide it sometimes."

"I got that. Still, it's nice to have someone that loves you." Peter said.

"Did you ever had a girlfriend?" Tails asked the vigilante.

"A couple, but things got complicated. Being Spider-Man, while having its good times, can be really detrimental to my social life." Peter replied.

"Balancing completely two different lives sounds rough." Tails remarked.

"Believe me, it is." Peter replies with a bit of a frown. He takes another quick glance of the carnival before switching topics, "You know, this place reminds me a lot of Coney Island. How about after we save the world, you and Sonic hang out in my world."

Tails smiles, "Sure. Maybe then I can meet this Tony Stark guy you told me about."

"Heh. I'm sure Tony would love to meet you. He would probably hire you as his second intern." Peter said.

"So who's the first?" The twin-tailed fox asked.

Peter smugingly points to himself as he answers, "Me, of course. Tony hired me one day after he noticed how smart I am. Of course he still wouldn't allow me to join the Avengers, but I'm sure one day I'll be part of the team."

"I know you will, Pete. Hey, how about we have some fun over at those game tables. I'm sure the chaos emerald would be at one of them." Tails suggested as he points to one of the game tables next to them.

"And if not, we'll still have some fun, especially after I can beat you at those games." Peter smirked.

"We'll see about that." Tails smirked back, walking with Peter to play some carnival games.

* * *

**With Sonic and Amy…**

**BGM-Sonic Adventure OST-Pleasure Castle…for Twinkle Park**

Meanwhile with hedgehog couple, the two are enjoying themselves in the carnival, well Amy mostly. Sonic is frantically waiting for the best moment to leave her, but he knows he'll hurt her feelings if she does, so he decided to stay put for a little longer until this is over. They play some ring toss together, shoot at some targets with a water gun, and play a whack-a-mole game Amy obviously wins with her hammer. Once that was done, they head towards a "Test your Strength" game.

"Ooo, Sonic, let's go play that one!" Amy excitedly suggested.

Sonic, however, is too busy trying to carry the dozen prizes like a big stuffed bear to answer. "Uh, Amy…Shouldn't we be looking for the chaos emerald…?" He asked while barely lifting the huge bags of prizes.

"I'm sure one of these games are holding a chaos emerald as a prize." Amy looks at the grand prize of the game, with the winner who beats the high score will win a shiny, purple chaos emerald. "See Sonic! Look what I told you!"

Sonic smirks, "Well, what are waiting for? Let's go win that emerald." The hedgehogs head towards the minigame, not knowing that they are being watched by the mysterious man from before. The two Freedom Fighters arrived at the carnival game in time to hear from the announcer.

"Come one, come all! Step right up! Test your strength to beat the high score! Winner gets to go home with this fancy emerald," The human game announcer shouts while holding up the chaos emerald, "Now who wants to try first?!"

"I'll do it!" Amy happily raised her hand. The hammer-wielding hero whips out her signature weapon as she stands before the gaming machine where the object of the game is simple: Hitting the bell at the top of the tower. With one mean slam on the level, the puck instantly rises hitting the bell, which caused the lights to glow indicating she won the game.

"I did it! I won!" Amy jumped for joy for her victory.

"Nice job, Amy!" Sonic applauded her.

"Here you go, miss. One lovely emerald for you and your boyfriend." The announcer hands Ms. Rose the purple Chaos Emerald.

"I'm not her boyfriend!" Sonic exclaimed.

"Well one day you will be." She said with a loving smirk that causes her blue lover to groan. To cheer him up, she hands him the chaos emerald, "Here."

"Thanks, Amy. I'll admit, I had fun tonight." Sonic smiled.

"Then maybe we could this another time!" She excitedly replied.

"No way. Nuh-uh." Sonic quickly denied, shaking his head, causing the pink hedgehog to grumble in anger.

**BGM End**

**BGM-Ultimate Spider-Man Game OST-Electro Chase**

Just then, the cloaked man suddenly grabs Amy by the upper part of her dress. "Hey! Hands off, buddy! Don't you have any idea how to treat a lady?!" Amy angrily asked her new kidnapper.

"Amy!" Sonic rushes to rescue her, but the man shoots him with a bolt of electricity, knocking him to the ground where the crowd starts running for their lives screaming.

"Stay down, punk! You better give me that Chaos Emerald, otherwise your little girlfriend here will get fried!" The mystery villain threatened to kill Amy if Sonic doesn't do what he's told.

"Oh yeah!? Says who?!" Sonic asked with a scowl.

The man then takes off his coat and hat, revealing his green and yellow jumpsuit, wearing a mask that resembles a lightning bolt. "Electro! I put a SHOCK in your system! Observe!" The electric-powered supervillain zaps Amy to an unconscious state.

"AMY!" Sonic dashes to save her, but Electro uses his powers to fly over him and flies away.

"Try and catch me, blueberry, if you want to get zapped!" Electro laughed.

Sonic growls, "Get back here, Electro! Give me back Amy!" He demanded as he chases the overcharged villain.

* * *

**With Peter and Tails…**

Meanwhile with Peter and Tails, they were in a middle shooting darts at a target when they noticed a huge crowd of people screaming for their lives as they run to entrance.

"Something tells me the fun is over." Peter quipped. His Spider-Sense rings to direct him to a nearby Electro carrying Amy through the air with Sonic on the chase. "Electro?! He's here too?!" He exclaimed in shock.

"And he's got Amy! We need to rescue her!" Tails pointed.

"Agreed! Let's go!" Peter says, quickly changing to costume and swings with Tails to chase down Electro.

* * *

**With Sonic…**

"I thought this was a chase, not a freakin' walk in the park!" Electro taunted the hedgehog as he flies away from him.

"Just don't want to make this too easy, starfish face!" Sonic taunted, continuing his pursuit of Electro throughout Night Carnival. The smiling living power plant fires multiple electric bolts in an effort to slow down his speedy pursuer. "You have something faster! This won't stop me!" Sonic taunted, easily side-stepping from the thunderbolts. He arrives at the bottom of a roller coaster where Electro is hovering above, holding an unconscious Amy hostage and threatens to drop her.

**BGM End**

"If you want to save her Sonic, toss me the emerald and I'll _gently _put her down!" Electro proposed a deal, a deal Sonic can't trust from a villain, but does he really have much of a choice?

Sonic looks at the emerald he has in his hand, pondering his options, _'I can't trust this guy, but if I don't do something soon, Amy's toast. Better hope Peter and Tails are close by.'_

He turns back at Electro, "Alright Electro! Here!" He throws the emerald to Electro, who catches it with his other hand.

"Thanks Sonic! A deal's a deal!" Electro then "gently" tosses Amy into the air to free-fall to her death.

"AMY!" Sonic hurries to her aid but Electro zaps him back away.

"Gotta be a little faster than that if you want to save your girl! Ahahaha!" Electro taunted the annoyed hedgehog.

Sonic watches in horror to see Amy about to take a nasty fall to the ground with nothing he could do to save her since Electro keeps intruding, but then, "Watch out! Your friendly neighborhood Spider-Man coming through!" Spider-Man swings in saving Amy in a nick of time before she went splat. "Whew! Just made it." He said as he lands, gently dropping her unconscious Amy next to Tails.

"Thanks Spidey! I owe you one!" Sonic shouted from the distance, giving him a smile and a thanking thumbs-up.

"Spider-Man?!" Electro becomes shocked that his annoying nemesis is here to ruin his fun once again.

"Hey, Electro! Did the doctors call you to this dimension to find the emerald, or was it to provide them free electricity? Being a walking generator has its benefits. With you here, they don't have to worry about paying the electric bill ever again." Spidey babbled.

"Shut up, you wall-crawling nuisance! In fact, let me do that for you!" Electro takes out a blue ISO-8 crystal specifically for him and his unique power set. Everything electrically powered in the carnival is going haywire as Electro enters a whole new level of power thanks to the ISO-8. His entire body, including his costume, transforms to pure energy, rocking an electrifying blue new color and pupilless white eyes.

**BGM- Spider-Man Shattered Dimensions OST - VS. Electro - Overload**

"_Hahahaha! Now you can call me, Ultimate Electro!"_ He shouted with a distorted-like voice, hovering in mid-air as blue electricity sparks hits the surrounding area.

"Oh dude, pants! No one wants to see your junk." Spidey joked as he covers his eyes to hide from Electro's naked body.

_"Keep laughin', bug boy! Thanks to the ISO-8, I have no limit how much energy I can absorb! NO LIMIT!"_ Electro arrogantly claimed.

Sonic simply shrugs in response, "And yet, still no pants."

Electro growls, _"You really getting' on my nerves, you dirty blue rat!"_

"Okay, first you kidnap my friend, and now you call me a rat?! Don't be shocked after I turn you off, lightbulb man!" Sonic jokes, going for a few homing attacks on Electro, but his new electric body discharges him away.

"_Did I fry your brain earlier? Pure energy, remember!"_ Electro then maniacally laughs.

"Well Spidey, he's your bad guy? Any bright ideas?" The hedgehog asked his spider friend.

Before Peter could answer, Electro attacks them again with some more lightning bolts. "MOVE!" Spidey shouts.

"That's one idea!" Sonic quipped as they dodge to safety from the exploding electric bolts.

Spidey web-throws whatever object and debris he immediately finds at Electro, stunning him long enough to get swing-kicked down a carnival game tent. "You're not wearing an insulated suit which will make it harder for you to touch him. If we want to beat Electro, we need to short-circuit his powers! Lead him to the ocean!"" Spidey gave the game plan while pointing to the nearby ocean at the edge of the carnival.

Sonic spots an angry Electro bursting out of the tent he was kicked to and slowly approaching the heroes. "How the heck do I fight a guy made of pure energy?" Sonic asked

"Use this!" Spidey webs up Sonic's fists to protect him from Electro's attacks.

"The gunk on my hands will help me how…" Sonic asks, giving the spider a deadpan, yet confused stare.

"So you won't get fried while giving Electro the smackdown. Trust me, I do it all the time every time we dance." Spidey replies as he webs up his own fists.

"I get ya." Sonic grins as Electro confronts them once again.

"_You two ready for another butt-whooping?"_ Electro taunted his enemies.

"Nope, but we are ready to change the human lightbulb!" Sonic joked.

"Prepare to receive your electric bill!" Spidey also joked.

Electro growls from sheer annoyance of those two bothersome heroes, _"I'm gonna fry you two for making those terrible jokes!" _Electrofires more electric bolts at them but they managed to leap away from them. Spidey web-zips close for a kick before rapid-firing punches on his electric menace. knocking him around to Sonic who gives him a lightning-fast beatdown with his new webbed fists, uppercutting sparky closer to the ocean. _"You two…are gonna pay for that!" _Electro snarled at them.

"Sorry. We're too poor to pay the bill. Perhaps we can give you an IOU instead." Spidey joked.

"_Hyuraaahhhhh!"_ Electro roars as he charges at the two once again to give them a beatdown.

During the electric-flying fight between his friends and Electro, Tails is currently shaking Amy's body to wake her up. "Amy! Amy, get up!" He shouted her name, which seemed to have stirred her awake.

"Uhhh…Tails, is that you?" Amy asked, blinking a few times as she slowly wakes up to stand by Tails.

"Amy, you're awake! Thank goodness! I've been trying to wake you ever since Spider-Man saved you!" Tails smiled in relief his friend is alright.

"Spider-Man saved me?" Amy blinks, still a bit dazed until she instantly remembered something as she violently shakes Tails's body. "Sonic! Where's Sonic!? Is he okay?! The last time I saw him I was taken by a guy in a dark coat!"

Tails quickly stops her from shaking him so he could answer, "He and Spider-Man are fighting Electro as we speak. Look." He points the pink hedgehog to see her beloved Sonic and newcomer Spider-Man having an intense battle against Ultimate Electro.

"Sonic! I've got to help Sonic!" Amy rushes towards the battlefield with her hammer by her side.

"Amy, wait! It's too dangerous!" Tails shouted but she wouldn't listen.

Back with Sonic and Spider-Man, the two are throwing everything they can at the powered-up Electro, dodging most of his shocking attacks as they bait him to the ocean.

"C'mon, lightning butt! Getting tired yet?! I have some fresh batteries that you could eat! Do you eat batteries or are you on a diet?" Spidey joked around, in the air firing a barrage of web bullets that do nothing but irritate Electro some more.

In the meantime, Sonic lightning-kicks Electro in the back, getting him closer to the ocean for his bath while making fun of him, "Yo, Elec Man! Gotta a Game Gear that needs charging. Think you'd be so kind helping a hedgehog out when this is over?"

Electro releases a quick burst of electricity that blows the jokesters back for some breathing room. "_I'm getting REALLY tired of you punks and those big mouths of yours! It's time that I end this."_ He flies high to the sky, thrusts his hand up as they charge with electricity.

"Uh, what's he doing?" Sonic asked his web-slinging pal.

"Don't know. Maybe it's a sign he's surrendering." Spidey quipped, but that's only because he's not sure either.

The clouds start to swirl together, forming an open hole through them, causing thunder to cackle and small lightning to sparkle loudly. _"Have some of this! My new technique! IONIC STORM!"_ Electro then slams his hands down as a huge lightning storm is summoned down on the dimensional-hero duo. Sonic and Spider-Man scream in total pain as they could feel their whole body from the inside out being electrified. If it wasn't for their willpower resisting, they would surely be dead by now. _"AHAHAHAHAH! Yes! Fry weaklings! Tonight, Electro goes home with the ultimate win!" _Electro laughed maniacally.

"I don't think so, buddy!"

"_Who said that?!"_ Electro turns around to see a scowling Amy threatening to him with her hammer.

"You idiot! How dare you ruin my date with Sonic!" Amy shouted, blaming him for her date being ruined.

"_Does it look like I care?! Get out of here, girly!"_ Electro retorted, but Amy doesn't listen. She hits the energy villain with hard hammer swing, which was a mistake as it didn't do much as she receives an electric feedback for even daring to hit him. Electro tauntingly laughs at her, _"Did you honestly think that it was a good idea to attack me directly, without anything to protect yourself?!"_

Through the lightning storm, Sonic could barely see Amy, who looks keen on attacking him again, "A-Amy! Stop!"

Amy repeatedly attacks Electro despite being aware she's putting herself in danger with each electric shock she receives for every attack. _"Give it up, kid! You're outta your league!"_ Electro gave her some mocking advice but Amy refuses to listen to him.

"I…I won't lose! Sonic never gives up…and I won't give up either!" Amy panted, slowly standing through the shocks she received through her surprising amount of willpower. She grips onto her hammer tight and gives Electro that one glare that starts to worry him. Using all her might, love, and anger, Amy wallops a full swing on Electro. This time surprisingly, she smacks Electro so hard he's sent flying through the air screaming to the ocean for a loud splash. The purple chaos emerald he had also dropped from his hand and landed next to Amy.

**BGM End**

"_Guaaaaaaaaaaaaaaahhhhhhhhh!"_ Electro screamed in pain as the water does its thing against him, short-circuiting his powers, returning him back to his normal state as he floats motionlessly on top of the water.

With Electro defeated, the Ionic Storm that was electrifying Sonic and Spider-Man suddenly disappeared. "Ow…We…We're still alive…" Spidey weakly asked after surviving being hit by the biggest lightning blast in the history of lightning blasts.

"I think so…Thanks Amy…" Sonic thanked her as he gets up on his feet. His eyes suddenly widen in sheer shock as he sees what's become of Amy.

"What?" Amy asked with a confused look, completely unaware of her puffy, burnt hair.

"N-Nothing, Amy. Thanks for the save!" Sonic gives her a thumbs up, hiding the small sweatdrop from his head.

"Anything for my boyfriend." Amy smiled.

"I told you, I'm not your boyfriend!" Sonic retorted.

"Well technically you are a boy, and you are her friend, so I guess that does make you her boyfriend." Spider-Man quipped.

"You're not helping!" Sonic loudly retorted at the spider, which is enough to make Amy laugh.

* * *

**Shortly after…**

**BGM-Sonic Rush OST-Theme of After the Fight**

The police have already made it to the scene to check for damage and see if everyone is alright. While they do that, the four heroes who saved Night Carnival stand together, conversing with each other about current events.

"What happened to Electro?" Tails asked his friends of the supervillain's current location after his defeat.

"Somehow he's long gone. Assuming the doctors must've nabbed him while I went to check." Peter answered.

"Doesn't matter. What DOES matter is that we have another chaos emerald." Sonic smiled, tossing up their fifth emerald repeatedly in the air.

"With G.U.N. holding one, there's just one more chaos emerald left to find!" Tails said, implying their journey is almost done.

"We still need to find the doctors' base to put an end to this. Any update from your Freedom Fighters?" Spidey asked about the doctors' base.

"Not yet. This is starting to become a drag. Where could they possibly be?" Sonic replied.

"I'll go meet up with the other Freedom Fighters to help find them." Amy proposed.

"Thanks, Amy. Much appreciated." Sonic smiled.

"Then after that, you and I could go on another date!" Amy happily said.

"Yeaaaaaah, no." Sonic denied, sweatdropping.

"All right, fine. Perhaps next week?" Amy joked with her lover, possibly.

"I'll make sure he does. You saved our lives after all." Spidey replied, simply to annoy Sonic and make Amy happy.

"Thanks Spidey! You're the best! I can definitely see a lot of girls totally into you for being so nice and kind! I wish Sonic was more like you." Amy smiled. She then starts leaving back home to meet up with the other Freedom Fighters, waving goodbye to her friends, "Welp, see ya later! Good luck, you guys!" After she left, Sonic elbows Peter in the chest.

"Ow! What was that for?!" Spidey asked the grumpy hedgehog.

"THAT was for making me go out on a date with Amy!" Sonic scowled.

"Oh I know you had fun. Don't lie. You guys are cute together." Peter teased.

"Puh-lease! The only thing I prefer to be together with is adventure. Romance would just slow me down." Sonic casually insisted.

Peter sighs while rolling his eyes, "If you say so." He said as they head back to the Tornado to end today's exciting adventure.

**BGM End**

* * *

**The Doctors' Secret Base**

**BGM-Sonic Unleashed OST-Eggman's Idea**

"Thaaaat's it. Almost there…" Doc Ock said carefully, and for good reason. He and Eggman are about done completing their little "Project Tesseract". Inside another room, a cosmic crystalline cube made of countless ISO-8 crystals is nearing completion, sitting idly inside a clear-glass tube container while the doctors experiment with it from another room. Energy levels seem to be stabilizing as the cube sparks with energy. Then, at last, the cube glows a small blue color, signifying it is complete, making the doctors very, very happy.

"EUREKA!" Ock shouted in joy.

"SUCCESS!" Eggman yelled in happiness.

"THE TESSERACT IS AT LAST COMPLETE!" The doctors shouted simultaneously as they have finally finished creating their very own Cosmic Cube, codenamed "Tesseract", a source of infinite power that can bend space, open gateways to different dimensions, rewrite the very fabric of reality itself.

"Simply outstanding! So this is what you call a 'Cosmic Cube'." Eggman said to his fellow doctor.

"One of the most powerful known objects of my entire universe, capable of reshaping reality itself. I knew those notes I stole from A.I.M. a few months ago would prove useful one day. I just never had the material to make my own." Ock said.

"That is until the ISO-8 showed up! Oho, its potential truly is limitless!" Eggman smiled joyfully.

"Still, it makes me wonder where the ISO-8 came from. How that dreaded Pulse that messed with all technology worldwide." Ock pondered. Though they've spent a lot of time researching the ISO-8, the doctors are still unclear of its true origins. Where it came from? How the Pulse started in the first place?

Eggman gives the octo-doctor a one-armed hug to cease his worries, "Ah, who cares where this stuff came from? Think of it as a once-in-a-lifetime gift from the heavens for all the misfortune we've been constantly given."

"I suppose…" Ock responded.

Suddenly, the evil geniuses had their attention shift back to the Tesseract, which starts to "misbehave". It surges spontaneously, causing energy readings to spike up tremendously. The secured room built to safely experiment on the cosmic cube rumbles, which immediately starts to affect the entire base.

"GAAAH! What's that thing doing?!" Eggman expressed loudly.

"TURN IT OFF BEFORE IT DESTROYS THE WHOLE BASE!" Otto yelled.

The doctors hurried to shut down the Tesseract before it could destroy the entire base. Thankfully, they did, and the Tesseract calmed down. Ock wipes the sweat from his forehead, "I was afraid this would happen. The Tesseract is still unstable. It still needs more testing. If we're going to use it open a portal to different universes, we're gonna need Iridium."

"That's found in meteorites, it forms anti-protons. Not easy to find." Eggman pondered.

Interrupting them is a holographic call from the Vulture, who wants to tell them something. _'Hey docs. This is Vulture. Got Electro before the heroes did. Coming back to base. Vulture out.' _Vulture hanged up as quickly as he called.

"Oh isn't that just perfect?! Half of your Sinister Six has already been defeated and failed to retrieve any of the Chaos Emeralds!" Eggman scowled, annoyed of the Six's constant failures.

"Bumbling idiots! Now there's only two emeralds left to find, but I hear that G.U.N.'s already in possession of one, so that means there's one emerald left to find! Even when we DO stabilize the Tesseract to power up our mech, if the heroes find all the Chaos Emeralds, we're still in the line of failure!" Ock said, fearing of their failure and angry at the slow progress of their plans.

Eggman ponders to himself for a moment, trying to think of some plan that would secure their victory. "Hmmm. Then what about we steal the Master Emerald?" He proposed to Otto.

"The what?" He remarked, obviously confused what he's talking about.

"The Master Emerald located on Angel Island. It's power is stronger than all the chaos emeralds combined! We can steal that as our alternative power source for the emeralds, and our Cosmic Egg-Octobot X will be completely unstoppable! Nothing will stop us, be it spider, hedgehog, or whatever!" Eggman explained.

"But what if Sonic and Spider-Man intervene with the Chaos Emeralds?" Otto asked.

"Just listen, Otto. That is why we will send somebody to get the chaos emerald from G.U.N. HQ while someone else steals the Master Emerald from Angel Island _simultaneously_." Eggman properly explained. "If the heroes, for whatever reason, go after the Master Emerald first, our forces will have enough time to raid G.U.N. of their emerald. Then the heroes come here with the other six emeralds, assuming Vulture fails to retrieve the sixth one, and we'll ambush them with the power of the Tesseract."

"And if they go after the last chaos emerald, we would have the Master Emerald already in our grasp. But that still doesn't solve the problem when they have all seven." Otto said.

"The Master Emerald has the special ability to _neutralize _the emeralds. And don't forget, we have the Tesseract, which is as STRONG as the Chaos Emeralds. We can still use it to start powering up our ultimate mech. What I'm saying is, no matter what road the heroes walk on, it'll lead them to their utter destruction." Eggman maliciously grinned.

Then it was Otto's turn to grin maliciously, "I believe I'm beginning to understand what you're saying. One path will end with us with the Chaos Emeralds, and the other path will end with us with the Master Emerald."

"Both paths will end with us wielding the most powerful objects of our respective universes, and the heroes of both worlds, groveling beneath their new kings." Eggman grins wickedly along with Octavius with restored confidence that no matter what the heroes do, their days are numbered.

**BGM End**

* * *

**KFX Here: So here's possibly the first big change from the original story. I've replaced the "Masterful ISO-8 crystal" with a Cosmic Cube, codenamed the "Tesseract" from the MCU movies. It has been stated in one of my stories the ISO-8 is capable of creating Cosmic Cubes, so why not prove it in this remake. Besides, a Cosmic Cube, one of the Marvel Universe's most powerful items, and the Chaos Emeralds, some of Sonic's Universe most powerful items, being used as plot devices in a crossover just makes a lot more sense. I would use the Infinity Stones, but those are the Infinity Stones. I shouldn't explain why need to be used, besides the fact they don't work in other dimensions.**


	8. Act 7: The Vulture and his Doll Monster

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic! Sonic the Hedgehog! Just my luck. I ran into Amy while searching for the fifth chaos emerald. Spidey tricked me into going on a date with her. I'll make sure to pay him back one day. During this time, another member of the Sinister Six showed up called Electro and kidnapped Amy. Me and Spidey teamed up to save her, but it was Amy who saved us at the end. Thanks, Amy, but don't think this means we'll go out on another date. I have a date with adventure!**

**BGM End**

* * *

_Act 7: The Vulture's Doll Monster_

**Earth, Parker Residence**

"So, Peter isn't with you either, Mr. Stark?" May was in a phone call with Tony Stark about her nephew's whereabouts. It has been two days since Peter has gone missing. None of his friends or his workplace has seen him in a while. She's even talked to Martin Li and her co-workers at F.E.A.S.T. if they've seen him but none of them hasn't either.

'_No, May. Haven't seen Peter since last week, but don't worry. Me and the Avengers are currently looking for him as we speak.'_ Tony told her calmly, trying to comfort her.

"The Avengers?! But you don't have to go THAT far, Mr. Stark." May remarked with a shocked face.

'_I know, but Peter is an amazing kid, one that you don't find a lot around here, and he's also my intern, so it's my responsibility to find him, even if I have to search the entire world for him.'_ Tony told her. _"And the Avengers don't mind looking for one kid. It's what we heroes do, and I'm sure Peter would understand. Believe me. Your nephew's incredible.'_

May stood silent for a bit, pondering his words, "…Okay Mr. Stark, I understand. Just please find him. I'm worried." She asks of him.

'_I will, Mrs. Parker. Take care of yourself.'_ Mr. Stark then hanged up.

May puts away the phone and went to go sit down on a chair to rest. She cups her face with her hands to keep a levelhead, calming herself down, telling herself everything will be alright. She opens her hands as her gaze focus on a picture with her, a teenage Peter, and her deceased husband, Ben Parker. She holds the picture to take a closer look, "Oh Ben, what should I do? How do I know our Peter is safe?" May asked, glaring at the picture frame.

'_He is. Don't worry, Mrs. Parker." _A mysterious voice that sounds like an elderly woman startles the old aunt up her chair.

"Who said that?! Hello! Where are you?!" May asked, frantically turning around to see if anyone is in the house with her, but strangely it's only her, making her really worried and confused.

'_My name is not important now, but I can tell you that Peter is in good hands.'_

"You sure? H-How can I trust you?" May asked, unsure if she could trust the mysterious voice in her head.

'_Let me show you.' _Suddenly, a small portal window opens up in front of the startled aunt, causing her to take step back in worry.

"Wh-What is going on here?!" May asked, confused.

'_Look a bit closer, and tell me what you see.'_

May muster up the willpower to trust this mysterious voice and takes a closer look at the window. From the other side, she is surprised to see its Peter casually eating breakfast with a blue hedgehog and a yellow fox with two tails, "It's Peter! But, where is he, and, who are the other two with him, and why do they look like animals?"

'_Right now, Peter is in another world to help stop a growing crisis.'_

"A crisis?! But he's only 17-year-old boy! A junior in high school! I mean my nephew is smart enough to rival top scientists in the country, but how will that help?!" May asked the voice.

'_Your nephew is more amazing than you realize. And I'm sure that when he comes back, he will tell you everything. I have to go now. I have other important business to attend to.' _The voice ominously said before she and the portal window disappeared.

"What, come back!" May shouted, but the voice was already gone, leaving the poor aunt more confused than ever. "What did she mean by 'he will tell me everything'? Has Peter been hiding something from me that he doesn't want to tell me? What could it be? Could it have to do with Spider-Man's sudden disappearance?" She ponders these questions for a quick moment before gasping from a possible revelation. "But it's not possible…can it? I mean it does explain…Oooh, I need a glass of water from all this thinking." She then walks into the kitchen to get herself a glass of water. "Whatever is going on, at least I know he's alright," She then smiles, "And judging from what I saw, he seems to have made some good friends."

* * *

**Mobius, Tails' Workshop**

**BGM-Sonic Rush OST-Theme of Sonic's Event**

It's a brand new day, meaning a day of new adventures. Peter, Sonic, and Tails are enjoying themselves a nice, peaceful breakfast before heading out for the remaining chaos emeralds, one which is already in G.U.N.'s custody, so really there's only one more emerald left to find.

"Man, those were some good eggs." Peter complimented the eggs Tails cooked up for the team.

Tails smiled, "Glad you liked it."

Sonic notices Peter is looking a lot happier than usual and smiles, "You seem to be in high spirits, Pete."

"Why shouldn't I be," Peter asks as he put his plate in the sink to wash, "We're almost done collecting all the Chaos Emeralds, meaning we're one step closer stopping the doctors and heading home. My Aunt May must be worried sick by now."

**BGM End**

"Doesn't your Aunt May know you're Spider-Man?" Sonic asked the webhead.

"She doesn't." Peter frowns.

"Why not?" Tails asked, curious.

Peter stops washing the dishes and stares at them, not wanting to face his mobian comrades, "I-I CAN'T tell her I'm Spider-Man. I just can't. It'll just make her worry even more. After everything she's been through, the passing of my Uncle Ben, something I could've EASILY prevented but didn't because I was selfish, I-I just don't know how she'll handle it."

Tails's face goes into a frown, as he can tell this is a sensitive topic for Peter. Sonic, however, has a straight face on, crossing his arms as he stares at Peter. "Who else?" Sonic asked the spider vigilante.

"Huh?" Peter turned his face to him, confused what he means.

"Who else knows who you are?" Sonic asked more clearly.

"Well, there's my ex-girlfriend, Mary Jane. Iron Man. Captain America. The Fantastic Four, to name a few." Peter answered, still unclear where Sonic is going with this.

"So your ex-girlfriend and some other superheroes know who you are, but not the woman who raised you as her own?" Sonic asked a serious question.

"To be fair, MJ somehow figured out my identity on her own from day one." Peter remarked.

"Doesn't change the fact she might also be worried about you." Sonic responded. "And your Aunt May. If you want my opinion, I think it was a really bad move not to tell her your secret. I mean, what if you died as Spider-Man at some remote island but she thinks her nephew is studying at the library?"

"If I tell her, she'll just be put in more danger. Harry Osborn. Gwen Stacy. I had some people who knew my identity and became a target for my enemies. If they didn't knew who I was, if they weren't so close to me, they would still be alive." Peter's frown glares at the floor below.

"But you shouldn't blame yourself for all of that. NO ONE should hold that much of a burden for years." Tails countered.

"Tails is right. That's the hardest part of being a hero. You can't save everyone. And there's some things you can't do alone." Sonic said.

"I-I know, but…" Peter tries to think of a counter-argument, but truth be told, he doesn't have anything as he knows they're right.

Sonic walks up to Pete with a comforting smile, "Listen, Pete. I say, when this is over and you head back to your dimension, you should tell her the truth. If your aunt's as tough as you, I'm sure she could handle her nephew's a cool superhero."

Peter forms a small smile of understanding, "Heh. I don't think super-spider powers run in the family."

"You know what I mean. C'mon," Sonic gives his spider counterpart a friendly bro-fist, "Let's hurry and get you back home, and that means finding the remaining chaos emeralds and kicking doctor butt!"

"Sounds like a plan." Peter smiled.

* * *

**Altitude Limit Zone**

**BGM- Sonic: After the Sequel OST-Memories**

Back on the Tornado, the trio arrive at Altitude Limit Zone, a flying fortress surrounded by numerous clouds that consists mostly of rails and laser beams.

"So what's the history with this zone?" Spidey asked the mobians, curious if they ever explored this zone before.

"Sonic and Blaze once came here to stop Eggman and Eggman Nega." Tails answered.

"Blaze and Eggman Nega? Let me guess, more parallel dimension shenanigans?" Spidey quipped.

"Yup. Blaze is a cat fire princess that guards the Sol Emeralds from Eggman Nega, who's like Eggman but with a sillier outfit. This adventure is kinda reminding me of that one. We even re-visited most of the zones. How 'bout that?" Sonic replied, remarking re-visiting old zones on this current adventure involving Doc Ock and Dr. Eggman.

"And, how did that adventure ended?" Spidey asked carefully.

"Both of our dimensions were almost on the brink of destruction. No big deal." Sonic answered casually, simply to see Peter's reaction.

"NO BIG-Ah, nevermind." Spider-Man sighed to stop himself from getting a headache, praying this adventure won't end with two universes on the brink of destruction. His internal warning senses pick up something closing in fast. "Okay, who is it this time?" He and Sonic turn around to see a familiar old foe of Spider-Man, who is actually an old man, wearing a green suit behind his feather jacket as he approaches the Tornado at full speed thanks to his flying suit.

**BGM End**

**BGM-Sonic Rush OST-Get Edgy**

"Tails, do a barrel roll!" Spidey quickly ordered after recognizing his old winged foe.

"Got it!" The two-tailed fox barrel rolls away from the winged criminal just in time before he could've scratched the biplane. "Who was that?" Tails asked.

"Is it someone else from the Sinister Six?" Sonic asked Spidey.

"Yeah. That's Adrian Toomes. We call him the Pigeon." Spidey joked.

"THE VULTURE! Have you forgotten my name, Spiderman!?" Vulture angrily retorted.

"Give me a second. Your name's actually Birdman, right?" Spidey quipped.

Vulture growls in ever annoyance of the wall-crawler's jokes, "Enough jokes! Time for you to die!" And to help him have a better chance killing the insect, the old birdman takes out a green ISO-8 crystal and absorbs its power, powering up his electromagnetic wing harness. With the power of the ISO-8 combined with his wings, Vulture can fly so fast it looks like he's teleporting.

"Hey, where did Birdman fly off to?!" Sonic asked as the heroes frantically search for him.

"I'm right here." Vulture grinned as he suddenly appears on top of the Tornado. The criminal wastes no time knocking the startled spider and hedgehog off the wing of the Tornado with his own wings.

"SONIC! SPIDER-MAN" Tails yelled as Vulture laughs, flying down to attack them again.

Sonic and Spider-Man scream for their lives down to the flying fortress. "Do you see anything for me to swing on 'cause I don't!" Spidey loudly asked his fellow falling partner.

Sonic scans his surroundings really quick for anything that could save them, until he spots a grind rail below them and smiles, "I got an idea! Spidey, you see those rails?"

"Yeah!" Peter replied.

"Let's ride them!" Sonic grinned.

"Okay, but if my shoes start breaking apart, I'm blaming you." He quipped. The two heroes managed to reposition themselves just in time to grind on top of the rails. "Wish I was on a skateboard for this!" Spidey loudly joked as the two grind their way away from Vulture's thrown wing talons.

"You fools can't escape me!" Vulture yelled, continuing to throw his razor-sharp feathers but the heroes keep switching rails to avoid his attacks, "Stay still!"

"C'mon, Scrooge McWing! Can't you keep up?!" Sonic taunted.

"RRRRAAAAAAGH!" Vulture roars in anger. He vanishes then reappears before the two and tries to attack them that way. Spidey and Sonic jump away from his feathers for the former to web-yank him to his flip kick, allowing Sonic to spin-attack him a few before Spidey web-throws his body across the air to hit the wall of the fortress.

"Looks like this is our stop." Spidey noticed the grind rail has reach its endpoint. The two hop off it, standing behind a hang glider and an air saucer.

"I'll take the air saucer. You hang with the hang glider." Sonic suggested.

"Aw, but I want the air saucer." Spidey jokingly whined like a little child. His spider-sense tells him to just choose as he sees a very angry Vulture darting right at them. "Alright, hang glider it is, but next time I want one the air saucer."

"Deal!" Sonic replied. The smiling hedgehog proceeds to take off on the air saucer while Spidey zips onto the hang glider to glide through the clouds. "Hey Vulture! Let's see who really owns the sky!" Sonic taunted the pursing winged criminal.

"It won't certainly be you two!" The winged menaced teleports to attack Sonic, but the hedgehog was fast enough to jump off his saucer from his attack and counter with a homing attack, "I dunno. Seems to be enough space to throw a party."

"My turn!" Spidey turns his hang glider towards Vulture, but the old man teleported away before he could web him up. "Oh no, that won't work on me!" Using his spider-sense, Peter anticipated when the Vulture will strike next. Just as he appeared to slice him, Spidey was able to web his face and punches him down.

"AAAAAAAAGGGGGGGHHHH!" Vulture screams.

"Hey Spidey, let me feed the Vulture some more!" Sonic told him.

"Give him the best seeds you have!" Spidey quipped.

"He's gonna love this!" Sonic concentrates his energy, forming a ball made of wind in his hand. "SONIC WIND!" He then throws his concentrated wind attack at the Vulture, knocking him further down to the big, wide arena below.

**BGM End**

"Not a bad attack. But was it really necessary to shout it out. This isn't an anime." Spidey asked as the land on the arena.

"What? Don't you sometimes shout out your attack name?" Sonic replied.

"Admittedly, I do. Sometimes I shout 'Crawler Assault' or 'Ultimate Web Throw' as if I'm in an arcade fighting game. Don't know why, I just-I just have the impulse to say it. But that's not important." Spidey and Sonic walk up to the seemingly defeated Vulture. "I believe your goose is cooked, birdman."

"Urgh." Vulture grunted at his defeat, but it would seem he still has a chance in victory. He catches a glance of what appears to be a small creepy doll that resembles lightly hugging a white chaos emerald. "Aha, the emerald! Good job, Tails Doll!" Vulture said with a happy face, happy of his partner's success finding the emerald.

"Wait, did he say Tails Doll?!" Sonic shouted in surprise.

"Did he say Tails Doll?!" Tails also shouted from his plane in surprise.

"Tails Doll? Who knew an old man like you still plays with dolls." Spidey joked, but it seems that Sonic is a little shaken up to be confronting this creepy doll. "Sonic, what's wrong? You're not seriously scared of this doll, are you?"

"Can't you tell? That thing's creepy. I remember the time I had to race against that thing and I always had the urge to shiver each time I pass it." Sonic explained his little history with this strange and kinda eerie doll of Tails, shivering from remembrance.

Spidey, it would seem, is still not afraid of Tails Doll and think Sonic is overreacting. "_Uh-uh_. I'm gonna go grab the emerald from the non-creepy doll while you stay here." He says as he walks towards the doll and the emerald.

Vulture stares at his nemesis approaching the doll while chuckling a sinister one, _'You have no idea what you are getting yourself into, Spider-Man.'_

Spider-Man gets closer and closer to the fox doll, still not seeing how this thing is so scary, "Seriously, you guys make it out this doll can cause trouble. Unless it turns to the Hulk, I'm not convinced." As the brave spider-hero's about to grab the emerald from the clutches of the doll, his spider-sense blares like crazy, "Ooookay. Why is my spider-sense going nuts? It can't be from this doll. It's a doll. What can a DOLL do that could POSSIBLY be in any way threatening?"

As soon as he finished saying that, the red gem on the doll's head starts to glow eerily. It then creepily starts floating by itself in the air, which sparks a sense of worry for Spidey. "Uhhhhhh..." Spidey has no words as he stares at the doll and whatever it's about to do next.

The doll then slowly begins to change into something bigger, more organic-like, more monstrous, looking less and less of a resemblance of Tails as it continues to transform.

"This is new…" Sonic said, as his eyes widen in fear while Vulture creepily grins at what's to come.

The transforming Tails Doll sprouts tentacle-like appendages, and a large vertical mouth at the center of its body surrounded by two layers of sharp teeth, with its control gem and the chaos emerald sealed in what appears to be its mouth. Spidey's lenses have also grown widened as he is now facing what appears to be a monster doll that roars monstrously at him, leaving some of its saliva on the web-head's costume, **"GROAAAAAAAAAAGH!"**

"Okay… I'm never going back to Toys "R" Us again after this." Peter lowly joked to hide the insane amount of fear and surprise that is building up inside his body.

**BGM- Ultimate Spider-Man Game OST-Venom Fight 1**

The monster doll pimp-slaps the stunned Spider-Man with one of its tentacles, knocking him back to Sonic's side. "Spidey, you okay?!" Sonic checks on his friend.

"WHYYY didn't you tell me that thing can transform into…THAT?!" He points at the roaring monster doll.

"This is new to me too! The doctors must have upgraded it!" Sonic believed.

They both turn around to the direction of Vulture's laughter, "That is correct, thanks to the ISO-8 gem on its head. Tails Doll has now transformed into the monster that'll lead you to your demise!"

"I am NOT going to get killed by a doll! I'll be the laughing stock of the century! Torch will never let me live it down!" Spidey quipped, dodging with Sonic to avoid the roaring Monster Doll's vicious tentacles swipes.

The Vulture flies up to watch the battle from above, "Hah! I don't think Tails Doll needs me to finish you fools off!" He said, smiling, but that smile quickly disappears as he gets pelleted by bullets from the approaching Tornado.

"You're staying right here, Vulture!" Tails declared as he continues to try and shoot him down.

"Insolent brat! Only I get to rule the skies!" Vulture arrogantly said, entering an intense sky battle with the Tornado for who gets to rule the skies.

**BGM End**

**BGM-Ultimate Spider-Man Game OST-Chasing Theme**

Meanwhile on the sky arena, Sonic and Spidey are trying everything they can to fight off Monster Doll. They managed to get on top of its back and attack it from there, but nothing they can't seem to scratch it.

"Damn! This thing's armor is too tough!" Spidey remarked as he repeatedly punches the monster's back before he was flinged away.

Sonic tries multiple spin attacks all over the transformed doll, but it also proves to be ineffective. "My homing attacks aren't working either! We need something stronger to break through its armor!"

The Monster Doll roars to the skies again, swiping his tentacles to hit both heroes skipping on the ground and almost to the edge of the platform that leads to a bottomless pit. "Sonic, I might have a plan! Let's try a team attack! Jump and curl into a ball!"

"Okay!" Sonic does what he's told and jumps into the air into his ball form. Spidey webs up Sonic to encase him in a large ball made of webbing.

"Alright, Monster Barbie! Here comes the Super Web Fastball Special!" Spidey says, spinning around in place, gaining tremendous speed that he blurs himself into a red-and-blue tornado. Once he felt the time was right, he throws the webbed-up Sonic ball with all his might through the monster, leaving a gaping hole in its chest.

Sonic breaks free from the webbing as he lands, "Alright, that was great!" He smiled, but it would appear that's not enough. The Monster Doll starts to repair itself, regenerating its armor to fix the hole in its chest. "It's repairing itself!" Sonic noticed.

"It's using the ISO-8 to regenerate! I'm REALLY starting to hate that stuff!" Spidey said. "If we can locate and destroy the gem, we should be able to stop this thing!"

"But the gem and the chaos emerald are stuck in its mouth! How are we gonna get it to open?!" Sonic asked while dodging some more tentacle swipes from the doll monster.

"It must have some sort of port around its head. If we can hack its programming, that might give us the chance we need. But I need something to hack it with. A computer handheld." He then instantly remembers something that might be the key to stopping Tails Doll. "The Miles Electric!" He quickly turns to the sky to see Tails having a one-on-one brawl on his Tornado with Vulture, "Tails, toss me your handheld!"

"Hold on a moment! Give me a few more seconds and…" Tails launches a couple of homing rockets at the Vulture's precious wings, finally beating the old winged coot. "I did it! Who rules the skies now, huh?" The fox smugingly asked the defeated criminal.

"CUUURRRRSSSEEEE YOUUUUUUUUU!" Vulture screams before he crashes somewhere on the flying fortress.

With Vulture defeated, Tails is free to toss his Miles Electric at Spider-Man, "Here you go!"

Spidey webs up the handheld safely to his hands as he prepares the next part of his plan. "Sonic, can you distract that thing for me a bit?" He requested from the hedgehog.

"Sure! I can do this all day! Come on, you ugly version of the Biolizard! Try to catch me!" Sonic runs around the monster, taunting it with his cocky smirk that seems to annoy the monster doll.

While it's distracted, Spider-Man hops onto its back head and finds the port. "Let's hope this works." He then takes out a plug and jacks into the monster's port and begins hacking its systems.

The monster screams in pain as it could feel it's programming being disrupted. "**INTRUDER IN THE SYSTEM! PURGE! PURGE!" **The head then opens up to reveal the ISO-8 gem and the chaos emerald.

"Now Sonic!" Spidey yells at him to finish it.

"Got it!" Sonic jumps in and blitz through the head, retrieving the chaos emerald and Tails Doll. "Gotcha ya, you stupid doll." He snaps off the ISO-8 from it's head, destroying the monster robot completely. He crushes the control gem and kicks Tails Doll into one of the death lasers below the fortress, finally getting rid of that accursed doll.

**BGM End**

Sonic claps off the dust from his hands with a casual look, "And that takes care of that."

Spidey approaches him, "I hope I never see something like THAT back home."

Sonic nods, "Agreed. Something like that shouldn't exist in any dimension."

They see Tails land the Tornado next to them, hopping off to greet the two and retrieve his handheld. "Good job you guys. Glad to see that monster version of me is finally gone." He said.

"You said it. Now where's birdbrain?" Sonic asked.

**BGM-Sonic Rush OST-Theme of Strained Event**

They walk towards the direction of a weakened Vulture and his sinister, ominous chuckle. "What's so funny?" Spidey asked his winged nemesis.

"Hahaha. You fools think you've won? You have already lost, can't you tell? It's all in the air." Vulture grinned.

"I'm not smelling anything." Sonic quipped.

"Your ENTIRE dimensions are DOOMED! No matter what you do, we are DESTINED to win! You fools are just too ignorant to see that!" Vulture laughed.

"I'm pretty sure we'll do fine. G'night, Toomes." Spidey casually responds to Vulture's cryptic talk, punching the crazy old coot in the face to effectively knock him out and webs him up to make sure he won't escape for a while.

"Don't know what that's all about. Guess it's about time we head to G.U.N. HQ to get that last emerald." Sonic recommended.

"I'm sure Sally and the others are almost done locating the doctors' base, then we can end this madness!" Tails added.

"Right. Let's go. Time's a wasting." Spidey said. As he and the others head back to the Tornado to fly it to G.U.N. HQ to collect the final chaos emerald, Spider-Man hears a familiar voice speaking in his head. The same voice that led him to Ock's abandoned warehouse back on Earth.

'_Spider-Man. You and your friends must head to Angel Island immediately. There is trouble afoot there. Hurry!'_

"Wait, what?" Spidey asked confused but the voice is already long gone.

"Something happened?" Sonic asked his confused friend.

"I think I'm going nuts. Someone was talking inside my head. Told me to go to someplace called 'Angel Island'." He told them.

"Angel Island? Why would we need to go there?" Tails asked him.

"You sure you didn't take any brain damage?" Sonic joked.

"I don't think so. In fact, it sounded like the same voice that led me to Ock's base in New York where I found the dimensional transporter that brought me here in the first place." Peter explained.

"I'm not one to follow whatever a strange voice says. That's one big sign you're going coocoo." Sonic remarked.

"It WOULD be a good idea to check if Angel Island's okay. There is a good chance the doctors would want to steal the Master Emerald." Tails said.

"The Master Emerald? Is that like the master of the Chaos Emeralds?" Spidey questioned.

"Basically. It's stronger than the Chaos Emeralds and can neutralize their power in case they go out of control, but you have to shout some ancient chant to do it." Sonic explained.

"Then I guess we should check it out. If what you say is true, I can see how that could be a problem if the docs got their hands on it since they're losing this emerald race." Spidey said, following the mysterious voice's advice to check if the Master Emerald is okay.

"Yeah. We can spare a few minutes to check it out. It's not like we're in a rush anymore. The last emerald's secured at G.U.N. There's nothing to worry about." Sonic smiled. He and Spidey hop on the wing of the Tornado as Tails hops into the pilot seat. The group then heads out for Angel Island to check if the Master Emerald is okay, as well as its red and gullible echidna guardian.

* * *

**The Doctors' Secret Base**

"Hurry it up, Ivo! Those arms aren't gonna finish themselves! Put your back into it!"

"Ex-CUSE me for not having four metal arms on MY back! Now shut up and make sure power goes to the rocket-feet!"

The evil scientists, Dr. Octopus and Dr. Eggman, are in the middle of arguing while constructing their humongous death machine designed to be powered by the Tesseract and the Chaos Emeralds, or the Master Emerald. This walking battle mech has the base design of the Eggman's Death Egg Robot merged with Ock's Octobot to make it look more alien. The main color scheme is a shiny black with some yellow here and there. It has a small dome-shaped head that can open up like an eye. It also has three spike-like appendage on top of it that are similar to a crown. It also has a rounded body with a purple energy core in the middle and four tentacles with three-clawed hands at the end of each one on its back. It also has large shoulder pads with silver on its upper and lower arms and large fist with four fingers on both arms. Its lower body also has the humanoid legs of the Death Egg Robot.

Otto was in the middle of carrying some supplies with his metal arms when he noticed the Tesseract acting up again, causing the base to slowly rumble once more. "Oh for the love of…" Otto quickly uses two of his tentacles on the control panel to once again shut down the cosmic cube before it could do some real damage. "I'm getting REALLY sick of the Tesseract acting on its own trying to destroy our home universes whenever we turn a blind eye! Where the hell is the Iridium to stabilize this cosmic annoyance?!" He shouted.

"Kraven should be back soon with a report! Now focus Otto, FOCUS! We need the Cosmic Egg-Octobot X fueled and ready with the Tesseract's energy by the time we have the emeralds!" Eggman said, hanging from below an arm of their mech.

"I'm still not wild about the name. Wouldn't it be easier to call it like the 'Cosmic Bot' or the 'ISO Emperor'…?" Otto spitballed, not too keen on their name for their ultimate mecha.

"It's like I told you! 'Cosmic' because we're using cosmic energy as part of our power source! The 'Egg' prefix is MY naming convention. All your robots are 'Octobots'. And the 'X' means the crossing of our designs! And while I also thought of using 'ISO Emperor', when you think hard about it, it kinda sounds lame! Therefore-!" Eggman explained.

"Yes, yes, fine, whatever. Let's just hurry this up!" Otto rudely interrupted him.

"Excuse me, doctors. I have returned." Kraven announces his presence from below where the doctors are currently working on their mech. "I have some good news and some bad news. Good news Mysterio has arrived on Angel Island and is in the process of retrieving the Master Emerald. Secondly, I have discovered G.U.N. Headquarters have in possession the Iridium you are looking for."

"And what about the bad news?" Eggman asked the hunter a little worried.

"The Vulture has been defeated along with the Tails Doll and Electro's about to pick him up. Meanwhile, Spider-Man and Sonic are en route to Angel Island." Kraven replied.

"Just as you expected, Ivo." Otto smiled, glad to see his plan is looking to work.

**BGM-Shadow the Hedgehog OST-E.G.G.M.A.N. (Doc. Robeatnix Mix)**

"Yes, but I am curious what compelled them to head to Angel Island first?" Eggman asked but quickly seems to shrug it off. "Well it doesn't matter. Now then, let us commence with our master plan. Metal Sonic! Mecha Spider-Man! Come on out! Your masters call upon you!"

Descending down to the lab is a robotic version of Sonic the Hedgehog called Metal Sonic that the hedgehog has faced numerous times in the past. This new super robot, however, is totally brand new. Mecha Spider-Man flies down besides his fellow metal partner. Mecha Spider-Man was created in the image of Spider-Man, hence why it sports a similar costume design but with a red-and-black color scheme instead of the classic red-and-blue, altering the design of the back spider logo, belt, gloves, boots and mask, and a more goggle-like design for the mask lenses. Mecha Spider-Man obviously looks more metallic than Spider-Man, striking a sinister and deadlier look with narrow white lenses to make it look more imposing.

"Aha! Mecha Spider-Man! My ultimate creation built to be SUPERIOR to the original in EVERY way." Ock smiled at his most glorious machine yet.

"I don't know about that." Kraven scoffed, not believing a machine like Mecha can be superior to the original, the spider Kraven has fought countless times and believes Spider-Man's potential is limitless.

"No one asked for your opinion!" Ock retorted at the hunter before turning back to Metal and Mecha. "Listen up! You and Metal have been powered up by the Tesseract! You two will lead our forces to G.U.N. HQ! Your objectives are clear! Retrieve the Chaos Emerald and the Iridium from their base! And if you come across that pathetic sack of sand, Sandman, retrieve him as well! Now go our enforcers! And if anyone tries to get in your way, KILL THEM!"

The metal enforcers silently nod to their assignments and flies off with an army of Badniks and Octobots to G.U.N. HQ. "Soon our ambitions will finally be realized! OHOHOHOHOHO!" Eggman said, laughing maniacally along with Octavius, both who genuinely believe victory is theirs.

**BGM End**

* * *

**KFX Here: Ah man. I am really glad I'm remaking this story. This feels like a genuine crossover. MUCH better written than the original. Thank goodness. And yes, I have retconned the "ISO-Emperor" with "Cosmic Egg-Octobot X" with a design closely resembling the Death Egg Robot from Sonic Forces. I did warn you guys there will be some retcons. And also, Mecha Spider-Man's design (in this story) closely resembles Superior Spider-Man's first costume in the comics but more robotic.**


	9. Act 8: Illusionary Island

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! This emerald hunt is almost coming to a close. We beaten Vulture and his creepy Tails Doll and snagged the sixth chaos emerald from them. We can finally take it easy knowing the last one's secured at G.U.N.. Huh? It's that voice again from before. She wants to go to a place called Angel Island? Still don't know who this voice is, but I get the feeling I should trust her. Time to go check out Angel Island.**

**BGM End**

* * *

_Act 8: Illusionary Island_

**BGM- Sonic Mania (Plus) OST-Angel Island Zone**

"Is that island...floating?" Spidey asked, observing the fabled Angel Island from the Tornado. Peter then shakes his head, "I don't even know why I'm questioning this when Asgard is a thing on my world."

"Asgard?" Sonic questioned with a face of curiosity.

"Realm of the gods. Visited the place once or twice before. Good buddies with their prince, Thor. He's also an Avenger." Spidey explained.

"You guys have a god as part of your super hero squad? That is AWESOME." Sonic smiled.

"Yeah, I know." Peter also smiled.

"With Angel Island still floating, that means the Master Emerald is still on the island. Let's go meet up with Knuckles." Tails said.

"Knuckles? Is he another friend of yours?" Peter asked.

"Yup. He's an echidna, the last of his kind. He's the guardian of the Master Emerald, but he kinda sucks at his job." Sonic answered.

"Why's that?" Peter replied.

"The guy is strong, but he is VERY gullible, making it easy for guys like Eggman to trick him a lot to do his dirty work, which usually leads to us fighting." Sonic explained.

"Wow. Can't imagine him doing a good job as a SHIELD security guard." Spidey quipped.

"I can, and it would be hilarious." Sonic laughed.

"We're approaching Launch Base Zone. Prepare for landing!" Tails informed his friends.

**Launch Base Zone, Angel Island**

The Tornado lands it's wheels on the yellow bricks of Launch Base Zone, an abandoned launching site for Eggman's space station, the Death Egg, when he first arrived on the island for his schemes of world domination.

"This brings back memories, huh Sonic?" Tails asked, hopping off the pilot seat to meet with his blue friend and Spider-Man.

"Oh yeah! Remembered going through here like it was yesterday stopping Eggman from relaunching the Death Egg." Sonic grinned, reminiscing of that adventure when he was younger.

"Death Egg?" Peter questioned, raising an eyebrow behind his mask.

"It's a giant space station." Sonic replied.

"That looks like an egg?"

"It IS in the name."

"Sounds like a very deadly egg."

"That's also in the name, hence 'Death Egg'."

"So where's this Master Emerald?" Peter asked Tails.

"It's at the altar at the other side of the island. Would've landed us closer but there's so many trees and hazards that makes it hard to choose a safe landing spot." Tails replied.

Sonic revs up his feet while smiling, "It's no biggie. With my speed, we'll be there in no time. Think you could keep up, webman?"

"Been doing it for days, spiky boy." Spidey quipped.

The heroic team heads off through the many zones of Angel Island. They pass through Carnival Night Zone, hopping off barrels of doom and balloons. At Marble Garden Zone, Sonic taunts Spidey as he rides on a floating spinning top. At Ice Cap Zone, the gang almost freeze to death from the cold climate before sweating their pants off under the harsh sun at Sandopolis Zone.

**BGM End**

**Azure Lake Zone, Angle Island**

"Should be almost there." Sonic said, as the team passes through the purple colored forest and rocky mountains next to a beautiful lake.

Before they could finish the zone, Peter's Spider-Sense kicks in, pointing him to some rustling in the bushes nearby, "Guys, I think we might have some company!"

**BGM-Sonic Adventure OST-Unknown from M.E. (Instrumental)**

The trio gets ready to fight whatever's about to pop out. Coming out from the bushes, a red Echidna with white boxing gloves that are his namesakes walks out to greet them, "Hey guys, what's up?"

"Knuckles!" Sonic and Tails responded, recognizing their good ol' friend, Knuckles the Echidna.

Sonic walks up to his red rival to give him a friendly fist bump, "Long time no see, Knuckles. Whatcha been doing these days?"

"You know, the usual." Knuckles smiled, then notices Spider-Man standing behind his blue rival, "Who's the guy in the pajamas?"

"My name is Spider-Man, and these are not pajamas. They're spandex." Spidey replied, taking a little offense to his comment.

"We're here to check if the Master Emerald hasn't been stolen by Eggman and Doc Ock." Tails explained to the guardian echidna.

"Who's Doc Ock?" Knuckles asked.

"He's an evil doctor from my world who teamed up with _your _evil doctor to conquer both our worlds." Spidey replied.

"Well as you can see, Angel Island is still floating and there has been no signs of this 'Doc Ock' or whatever. So you guys can pack up and get off my island." Knuckles said as he pushes his friends away.

"Okay, okay. Don't need to be so pushy about it." Sonic said, which made Knuckles stop.

"It's been nice seeing you guys again. Now go back and do something else, will ya." Knuckles gestured, shooing them away.

"Okay, I guess." Tails responded unsurely, haven't seen Knuckles act this rude to them before.

"Somebody's grouchy for staying up here too long. Come on, guys. Looks like Knuckles wants to be left alone. Let's go head to G.U.N. and pick up that last emerald." Sonic said, annoyed of Knuckles rude attitude.

**BGM End**

As the trio starts walking back to where they came from, Spidey is still in deep thought about the danger he sensed from Knuckles earlier. _'This doesn't feel right. My spider-sense is still going bonkers and it keeps pointing me at Knuckles. He's acting really strange from what his friends are saying. Like he doesn't want us to stay here very long. Something's not right. Maybe…' _The webhead stops moving and turns back around towards Knuckles, who is currently walking away. He fires two weblines to his feet and with a surprise pull, Knuckles trips and falls to the ground, making a suspicious metallic sound Peter heard clearly, _'So that's it.'_

Sonic and Tails are shocked on why Spidey attacked Knuckles like that out of the blue. "Yo Spidey, what's the big deal?! I know Knuckles can be a jerk, but you didn't have to attack him like that!" Sonic asked his spider friend.

"Listen! That's NOT Knuckles. He's been replaced by a robot!" Spidey said, surprising them

"A robot? How could you tell?" Tails asked him.

"My Spider-Sense keeps ringing like a drum, keeps pointing me to Knuckles. When I tripped him, I then heard a metallic sound coming off his body, confirming my suspicions." Peter explained his reasoning for attacking "Knuckles".

**BGM-Mega Man Starforce 3 OST-Boss Encounter**

"**Annoying bug." **The fake Knuckles speaks, definitely sounding more robotic and monotone than he was a minute ago. The faker's body changes to be more metallic, sporting a red-white-silver-green-and-yellow scheme similar to the original Knuckles, but with glowing green eyes with black sclera. Basically a Metal Sonic version of Knuckles.

Sonic and Tails instantly recognize this metal version of their red friend and scowl. "Metal Knuckles! Haven't seen you since that race with Tails Doll years ago! What have you done with Knuckles?!" Sonic demanded angrily.

"Easy there, hedgehog. Your friend is safe, I assure you. Just taking a snooze." A mysterious male voice speaks to the heroes from somewhere they can't find.

"Who said that?" Sonic asked.

Then, a purple puff of smoke appears next to Metal Knuckles. Walking out of the smoke is another criminal of the Sinister Six, sporting a green suit and a purple cape, but what's even more important is the dude's large misty fishbowl for a head. "Greetings, my friends." The villain greeted with a respectful bow.

Spider-Man recognizes his old nemesis, the master of illusions, "Mysterio! Figured you were in on this! What are you doing here, and where's Knuckles?!"

"You should already know the answer to why we are here, Spider-Man." Mysterio replied.

"To take the Master Emerald." Sonic replied, scowling at the illusionary master.

Mysterio laughs, "That is correct! Since we don't have the Chaos Emeralds, the Master Emerald will prove as a suitable replacement! Armed with its power, the Sinister Six and the Eggman Empire are going to conquer BOTH worlds, with the likes of you three cannot stop! And as for your red friend, let me take you there." He turns to his right gauntlet and starts pressing the buttons on it to activate something. Suddenly, purple fog starts to pop out all over the island and enveloping it.

"Mysterio! What are you doing?!" Spider-Man asked as the fog starts to overtake his team as well.

"I was warned of your arrival so I booby-trapped the whole island with seven generators powered by the ISO-8. My 'ISO-Illusion Fog' will transform this entire island INTO MY UTOPIA! Hope you survive the experience! Mwahahahaha!" Mysterio laughed, disappearing through the fog along with Metal Knuckles. The heroes block with their arms to protect themselves from the Illusion Fog but it obviously wasn't enough and are transported to a new zone.

**BGM End**

* * *

**Chaos Angel Zone, Angel Island Zone**

**BGM- Sonic Advance 3- Chaos Angel Map (Remastered 2011)**

"Uhhhhh…Where are we? Are we still on Angel Island?" Spider-Man asked. He and his friends recover after being enveloped by the ISO-Illusion Fog to find themselves in new environment. They still appear to be on Angel Island, but everything's changed. They stand on some ruins, similar to a temple or an altar in the sky, which has become pinkish with some purple below it that has a moon and a large thunder head. The interior of the ruins features multiple pillars and what appears to be Egyptian hieroglyphics which are written on the walls, and are lit by lanterns.

"This is Chaos Angel Zone," Sonic answered, recognizing their new environment, "We've been here before, back when Eggman broke the planet apart with the Genesis Wave. How did we get back here?"

"This isn't real. We're trapped in some form of an illusion." Spidey answered, knowing that Mysterio's whole shtick.

"It certainly FEELS real, thanks to the ISO-8." Tails observed.

"Is there anything that stuff CAN'T do?" Sonic asked, getting tired how bothersome the ISO-8 is starting to become, from increasing one's strength to making illusions that seem very real.

"We need to get out of this illusion. Mysterio said he planted seven fog generators around the area. We need to find them and destroy them." Spidey said, giving out the plan.

"We also need to find Knuckles. He's around here somewhere. Let's go!" Sonic added, with the others agreeing.

**BGM End**

**BGM-Sonic Advance 3 OST-Chaos Angel Act 1 (Remastered 2011)**

With no time to waste, the young heroic trio begin their venture through the corrupted Angel Island Zone, overcoming dangerous hazards like falling boulders and chambers with crushing walls.

"I see the generator!" Tails points to the first Illusion Fog Generator close by.

"Leave it to me!" Sonic said. With three homing attacks, the hedgehog destroys the generator. Its destruction leaves small cracks in the sky, indicating the slow destruction of the illusion.

"It's working! Let's keep moving!" Spidey said, swinging to find more generators.

During their search for more generators, the heroes come across a number of Badniks, Octobots, and even phantom clones of Mysterio. One of them shoots a wave of bats that carry Tails through the air. "Bats!" The young fox exclaimed.

Spidey jump kicks the phantom Mysterio that attacked Tails, causing the phantom to disappear like a ghost. "As if one Mysterio wasn't annoying enough. Now I gotta deal with multiples of his fishbowl head." He quipped, as he destroys the second generator. Next it was Tails's turn to destroy the third generator. Then it was Sonic's for the fourth, and Spidey's for the fifth. With the destruction of each generator, more and more of this fake Chaos Angel Zone starts to break apart.

**BGM End**

"We're almost done. How many do we have left?" Spidey asked while web swinging.

"Should be two more," Tails replies until he saw the sixth generator, but also someone very familiar lying on the floor next to it, "Huh? Is that…" The gang stop then stop as they stand before a knocked-out Knuckles lying on the ground, "It's Knuckles!"

Tails approaches to check on his fallen friend, but Sonic stops him with one arm, "Hold on there, little buddy. That could be Metal Knuckles pretending to be him again."

"No, it isn't him. This is the real deal." Spidey replied, confirming this is the real Knuckles.

"How can you be-?" Sonic was going to question the webhead, until he points to his head. "Oh right. Spider-Sense. Got it." Sonic rustles Knuckles, telling him to get up, "Rise and shine, knucklehead!" He hears a groan coming from the waking echidna, who is instantly displeased to be wakened by a grinning Sonic. "So, which is it, knucklehead? Did Mysterio trick you into this weird zone? Or did your metal counterpart kick your butt? 'Cause they're both REALLY embarrassing."

Knuckles growls, "Shut up," he says as he stands up his two feet. He shakes his head and then scratches it, "Where in the world am I?" He asks before noticing Spider-Man in the group, "And who the heck are you?"

"Spider-Man. Came to rescue you." He offers his hand for a handshake, to which Knuckles gladly accepts.

"Knuckles the Echidna. Thanks for the save." Knuckles thanked the webhead.

"How did you end up here?" Sonic asked his echidna pal.

"I was doing a little treasure hunting when Metal Knuckles and that guy with the fishbowl ambushed me and knocked me out, bringing me here." Knuckles answered. The group then hears the sound of a metal man flying towards them, revealing to be Metal Knuckles landing next to the generator. Knuckles growls as he confronts his counterpart, "Speak of the devil, here he is now."

"**You will not stop us from stealing the Master Emerald!" **Metal Knuckles proclaimed.

"You are not stealing the Master Emerald, not on my watch, you imposter!" Knuckles turns back to the other three, "You guys go ahead while I handle faker here."

"I'll help too." Tails said, standing bravely besides his echidna friend. "Scans indicate he's been upgraded with the ISO-8."

"Don't know what that is, but I'm definitely sensing something from him." Knuckles replied as that is the ISO-8 he's sensing from Metal Knuckles.

"Alright. While you guys take care of metal knucklehead here, me and Spidey will go after Mysterio." Sonic told them.

"Right! Counting on you two!" Knuckles said. Sonic and Spider-Man leave to the Master Emerald altar while Tails and Knuckles stay behind to deal with the robotic echidna. "Alright, metal me! Get ready to be turned to a toaster!" Knuckles declared.

**BGM- Sonic Advance 3 OST- Chaos Angel Boss**

Knuckles punches his metal counterpart in the face, but it barely left a dent on him. Tails summons his Arm Cannon and fires energy balls, but metal monster deflects them, but it did give Knuckles enough time to tackle him into a pillar.

"There's more where that came from, you walking soda can!" Knuckles taunted. The red enforcer gets up to punch the ground, cracking it to two which distracts the two heroes. With his counterpart trying to keep balance, Metal Knuckles super glides with a swinging tackle, bouncing Knuckles around the floor.

"Knuckles!" Tails shouted. The fox turns to see the super badnik coming for him with his right hook, but the fox was able to knock him back using what appears to be a boxing glove attached to a spring-like object from his arm cannon. "I'm not so defenseless, am I?" He taunted with a smug smirk.

Metal Knuckles shakes his head, which looks to be getting angry judging from the steaming red aura surrounding his body. "That doesn't look good!" Tails said, visibly worried. The echidna robot shoots out a giant missile from its chest aimed for Tails. He was able to dodge it, but the explosion knocked him to the ground. The metal menace prepares another missile, but Knuckles lifts up a giant rock from the ground and throws it at the robot as it fires its missile at the downed Tails, redirecting it so it could get hit with its own attack.

"That one was for Tails!" Knuckles stated, but the imposter still wouldn't stay down. The two knuckleheads decided to get personal with each other as they throw rapid fire-fists at one another, but the imposter was starting to take the advantage in the clash. Just before he could deliver one more punch, he is shot in the back thanks to Tails.

"Gotcha ya." The kid grinned.

"Good job, Tails! Now to finish this!" Knuckles punches the metal knucklehead so hard that it dazes him. While its stunned for a few seconds, Knuckles summons all his strength in the form of small, purple orbs that surround his body, "Hope you're ready!"

Metal Knuckles wants to counterattack before Knuckles finishes charging up, but it got tangled up by Tails's grappling hook weapon, "Hold still so Knuckles can dismantle you! Come on, do it!"

"Hold on…Got it!" Knuckles finally finishes charging up as he is then surrounded by a pulsing red and purple aura, "You're finished! MAXIMUM HEAT KNUCKLES ATTACK!" Knuckles charges at Metal Knuckles at blazing speed and smashes it and the sixth fog generator behind him with one powerful fist of fury, finally destroying his metal imposter.

**BGM End**

"Ha, how do you like that? There can only be one Knuckles. Anymore and they get smacked!" He grinned, smacking his fists together to prove his point. He walks up to Tails, who's a bit injured but still very alive. "Good job there, Tails. You've gotten stronger." He complimented, proud of Tails's growth as a fighter.

Tails scratches his head in embarrassment from the compliment, "Well I'm still not on the level as you, Sonic, or even Spider-Man. But that's enough about that."

"Right. The other two might need our help. Let's go!" Knuckles said as they both head out to help Sonic and Spider-Man, in case they need it.

* * *

**With Sonic and Spider-Man…At Altar Emerald Zone**

**BGM-Sonic Advance 3 OST-Final Zone Map**

Meanwhile, the S.S. Duo have finally arrived at the Master Emerald alter, where the big green gem sits.

"There it is! The Master Emerald!" Sonic said, pointing at the giant emerald.

"But where's Mysterio?" Spider-Man asked, looking around the area for any signs of the illusionist but he is nowhere to be seen, that is until his Spider-Sense started tingling.

**BGM-Sonic Advance 3 OST-Final Boss**

"I'M HERE! MWAHAHAHAHAHA!" Mysterio's creep laugh followed by the whole ground shaking like crazy, almost causing the two heroes to lose their balance but they recovered, just in time to stare in awe of a giant-size Mysterio that is powered by ISO-8 conduits on his suit standing behind the Master Emerald. "AT LAST! I WILL CRUSH YOU, ONCE AND FOR ALL! AHAHAHAHAHA! NOW, LITTLE SPIDER AND HEDGEHOG, YOU WILL DIE!"

"Heh. Is it too late for us to be friends?" Sonic joked.

"NYHAHA! WELCOME TO YOUR NIGHTMORE, HEROES!" Mysterio tries his big hands to slam on the tiny heroes. Obviously, spider speed and hedgehog speed are more than enough to escape his clutches.

"Ooh, look at the big master of illusion. But I am happy you found a costume the size of your ego." Spidey jokingly taunted, swinging through the air while firing web bullets at the ISO-conduits on his suits, which looks to be the source of his power.

"YOU HAVE UNDERESTIMATED ME FOR THE LAST TIME, SPIDER-MAN! BEHOLD!" Mysterio summons his fog to create purple phantom versions of Sonic and Spider-Man that do his bidding.

"That's your big power? Create less handsome versions of us?" Sonic taunted, kicking a Phantom Spider-Man in the face.

"At least this way we can have that cliché 'hero versus hero' battle without actually having it." Spidey quipped, spinning a Phantom Sonic around to knock out more phantoms, then throws it at another of Mysterio's conduits.

"TIME FOR A LITTLE 'PEST' CONTROL!" Mysterio laughs, firing lasers from his palms that hit both heroes while they were distracted with their clones.

"It's time we burst your bubble, Mysterio!" Sonic jumps up, ricocheting from the swinging Phantom Spiders to destroy the remaining of his conduits. "After we take you down, we're going after your bosses!" He declared, attacking his giant bowl for a head.

"AAARGH!" Mysterio cries a bit in pain, then snarls at the hedgehog. "WHY YOU LITTLE VERMIN! YOU THINK YOU'VE BEATEN ME? THINK AGAIN!" The master illusionist commands his Phantoms to surround and distract Sonic. They accomplished just that, which allows him to blast him around before slamming his giant palm on top of the little hedgehog. "HOW DOES IT FEEL TO BE CRUSHED, LITTLE RODENT?!" Mysterio taunted. He feels his palm being shredded thanks to a very alive Sonic, who uses his Spin Dash to free himself from his grasp.

"Feels as free as the wind!" Sonic quipped.

"Dude. Capes are out this year." Spidey quips, throwing more Phantoms at Mysterio's bowlhead, further paining the big bad villain. Irritated, Mysterio grabs Peter to the air. "Do I look like Fei Lai? Put me down." He joked.

Sonic frees Spidey by smashing the fishbowl, causing Mysterio to scream in pain, "AAAAAAAAARRRGGHHHH!"

On the ground, Spidey attaches two web lines at his giant fishbowl, "Alright Mysterio, let's take a closer look at that giant fishbowl of yours and see if your brain really is a goldfish." He forcefully yanks Mysterio to his fists a couple of times, slowly breaking the glass with each hard punch.

"Hey Sonic, want to finish this one off?" Spider-Man asked him.

"It would be my pleasure!" Sonic grinned. He prepares a finishing spin dash as Spider-Man yanks Mysterio towards his direction. The hedgehog launches himself and destroys the fishbowl, finally defeating Mysterio.

"NOOOOOOOOOOOOOO!" He screams then begin to fade as he shrinks to normal size. With Mysterio defeated and his generators destroyed, the illusion casted on Angel Island breaks apart, bringing the island back to it's original, beautiful state.

**BGM End**

**Shrine Isle, Angel Island**

"Uhhhhh…" Mysterio weakly groaned as he lies on the ground, barely able to move.

"Looks like Mysterio himself was the last generator needed to be taken down a peg." Spidey said, figuring out the villain's suit was acting as the final generator.

"We sure showed him!" Sonic smiled.

As he and Spidey share a victorious fist bump, Knuckles and Tails finally showed up. "You did it, guys. Angel Island's back to normal." Tails told them.

Meanwhile, Knuckles cracks his namesakes as he approaches the groaning Mysterio, "Now it's time for you to get off my island. NOW!" As he prepares to knock him out, the illusion master disappears in a puff of smoke off the island. "What! Where did he go?" Knuckles asked, confused.

"You did tell him to get off the island. He probably escaped back to the doctors." Spidey replied.

"Well whatever. I'm just glad the Master Emerald is safe again. Thanks you guys." Knuckles thanked his pals with a smile.

"No problem. If it wasn't for Spidey, we wouldn't even bother coming here in the first place." Sonic says while pointing at Peter.

"It was actually the lady in my head. She was the reason we should come here before going to G.U.N. HQ." Spidey reminded.

"Why were you guys headed to G.U.N.?" Knuckles asked.

"G.U.N. has the last emerald with them. We're gonna need the Chaos Emeralds if we want to stop Eggman and Doc Ock." Tails told him.

"I'm guessing this Doc Ock is your enemy?" Knuckles asked Spidey.

"Him and Mysterio, along with the rest of the Sinister Six from my dimension. I followed them here stop them and Eggman before they could conquer both worlds." Peter explained.

"Eggman and the Sinister Six, huh? Where are they? I want first crack at them!" Knuckles said, still in the mood to take down the morons who tried to steal his Master Emerald.

"Uh-huh. 'Cause you're tougher than the rest of 'em? Best of 'em? Tougher than leather?" Sonic joked, which got on Knuckles's nerves which left Tails and Spidey amused, chuckling.

"That's the thing. We don't know where they are yet, but we should hear something from the Freedom Fighters pretty soon." Tails said. Suddenly, his Miles Electric receives an emergency call, which happens to belong to their bat thief friend and expert G.U.N. spy, Rouge the Bat, "Rouge? Why is she calling?"

"I doubt its anything good, for me at least." Knuckles crossed his arms as he has some history with the bat thief, and it's not the good kind.

Tails answers the call to see Rouge on the screen, "Rouge, this is Tails. What's going on?"

'_It's about time you answered! Are you with Sonic and that spider guy Shadow told me about?!' _Rouge asked, sounding like she's in a hurry as well as the sounds of huge battle happening where she's from.

"We're here, Rouge. What's going on?" Sonic asked.

'_The doctors have sent a robot army at HQ and we're taking heavy fire! Two of them are Metal Sonic and some other robot that looks like Spider-Man! We think they're here to steal the chaos emerald and that Sandman guy! We're doing our best holding our own but I don't know how long we'll last! We need you guys here NOW!' _Rouge urgently requested their assistance.

"Hold on, Rouge! We'll get there as fast as we can!" Sonic told her before she hanged up.

"A robot me? I'm flattered." Spidey joked, not expecting the doctors would create a robot version of him to do their bidding.

"We need to get to G.U.N. HQ on the double. It's over at Central City! Knuckles, wanna tag along?" Sonic asked the echidna.

"I dunno…I need to stay here and protect the Master Emerald in case it might get stolen again." Knuckles told them, conflicted as he does want to help his friends, but he can't risk leaving the Master Emerald vulnerable for capture.

'_Don't worry, Knuckles. Leave it to us.' _A female young voice surprises the group from out of nowhere.

**BGM- Sonic Adventure OST-Theme of Tikal**

"Who…?" Spidey asked. Just then, a glowing red orb appears out of the Master Emerald and forms into a young female Echidna as an apparition, along with a puddle of water which forms into a humanoid water person with nothing but green eyes and a brain.

"It's Tikal…and Chaos!" Knuckles recognized his ancient ancestor and the ancient water god.

"Who are these two?" Spidey asked.

"_We are beings that have slept within the Master Emerald for many centuries." _Tikal answered the webhead._ "Knuckles, leave the Master Emerald in Chaos's protection. You must go help them out, as you are all needed in saving our two universes. The doctors have used the ISO-8 they collected and managed to create themselves a Cosmic Cube, a dangerous item that could mean the end of us all."_

"A Cosmic Cube?! The ISO-8 can create one of those?!" Spidey exclaimed in great shock and horror that the ISO-8 even has the potential of creating Cosmic Cubes, and it makes sense for him to be frightened as he has definitely heard of their power and how much they have threatened his world multiple times in the past.

"I take it this 'Cube' is from your dimension and is super powerful?" Sonic asked Peter.

"A Cosmic Cube holds UNLIMITED cosmic energy, enough to literally WARP reality!" Peter explained.

"And I thought this world held the record of having the most powerful objects that could change reality. Makes ya wonder why the docs bothered going after the Chaos Emeralds if they could create something just as powerful." Sonic shrugged casually.

"Perhaps as an distraction to give themselves more time completing the Cube." Tails deduced, which is not far from the truth.

"If this Cube is SO powerful that it can alter time and space, why haven't the docs used it yet to, ya know, win?" Knuckles asked.

'_Their Cosmic Cube is not yet finished. There is still time to stop them before it is complete. But first you must help your friends at G.U.N. and stop Metal Sonic and Mecha Spider-Man before they could get away with the final component needed to complete it." _Tikal instructed.

"Right. Thanks, Tikal. We're on our way." Sonic said.

Tikal smiled, _"You can thank a wise and old lady for contacting me before things got dire."_

"'A wise and old lady.' Are you talking about the same woman who keeps talking inside my head? Do you know who she is?" Spidey asked the ghost Echidna.

"_She wishes I not reveal her name so soon."_

"Oh come on!"

"_I can promise you will meet with her soon. Now go! It falls to you all to save both our universes! To save all worlds!" _Tikal instructed, with Chaos nodding in agreement.

"You heard the girl, gang. Let's go help out our friends at G.U.N and set things right!" Sonic said.

"Right! Here we go!" Spidey said. He and the reunited Team Sonic rush back to the Tornado and fly at top speed for Central City, all while Tikal and Chaos watch them off from the altar.

"_Good luck heroes. The fate of our worlds rest in your hands." _Tikal prayed, wishing them good luck in the coming battles that'll decide the future of their worlds.

**BGM End**

* * *

**KFX Here: I was thinking for this remake Mysterio would use his illusion to trick Spider-Man and Sonic into fighting each other, but I'm lazy. Maybe another day I'll do that. Next chapter in the remake should be focused on Team Dark fighting against the cosmic-powered Metal Sonic and the newly-created Mecha Spider-Man (in the timeline I mean). **


	10. Act 9: Assault at GUN HQ

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic! Sonic the Hedgehog! Thought we check on our friend, Knuckles, to see if he was okay. Guess what, he wasn't. Mysterio and Metal Knuckles trapped us all in some twisted illusion of Angel Island. We managed to break through the illusion and beat them, but now we have another problem. GUN HQ is under attack by Metal Sonic and a robot Spider-Man called Mecha Spider-Man. Shadow, hold them off! We're coming as fast as we can!**

**BGM End**

* * *

_Act 9: Assault at G.U.N. HQ_

**G.U.N. HQ, Central City…1 hour ago**

**BGM-Spider-Man 3 Game OST-Black Tension**

Around the same time Spider-Man and Team Sonic were trapped in Mysterio's illusion that effectively transformed Angel Island, another big battle was about to begin here at Central City. Inside a large mountain called Mount Freedom, located near the sea, is the main base for the Guardian Units of the Nation, or simply G.U.N. Shorten to the point, they are Mobius's version of S.H.I.E.L.D., the top military organization that protects the world from all sorts of threats, whether it be from mad doctors or evil aliens.

Everything seems peaceful at the moment. Pretty quiet. Pretty normal around here. Makes sense. GUN HQ is considered by many the most secure shelter on the planet. It's heavily guarded by mother computers, armed security cameras, and an immeasurable number of GUN soliders and mechs, along with their most powerful group of agents, Team Dark. Yes, it would be foolish for one to simply attack the most heavily-armed fortress in the world, that is, unless you bring a powerful army.

And certainly a powerful army has arrived. From out of nowhere above GUN HQ, dozens of Blowfish Transporter badniks begin their attack on the base by dropping a robot army consisting of Badniks and Octobots.

"Enemy sighted! Returning fire!" One GUN solider said.

GUN quickly retaliates against the Badnik Horde attacking their base. Human soliders uses their firearms to destroy the robots before they could set foot in the base. When they aren't enough, that's okay. GUN deploys their Beetle and Hunter series robots among others to combat the robot menace. But none of that prepared them for some of the strongest foes they are about to face. While GUN soliders are destroying more badniks, a blue blur that moves as fast as Sonic blitzes them, destroying a few dozen GUN robots in less than five seconds.

"What was that-?!" Another GUN solider asked in surprise before a splash of webbing hits his face. A blue beam of energy coming from the enemy's hand blasts the human troops through a wall. More GUN robots retaliate against this metal red-and-black intruder with their various weapons, but this new robot is fast, agile, possessing the spider-like reflexes to dodge all of their attacks before demolishing them with his "superior" strength.

Not even GUN's Big Foot mechs proved a match for this deadly robotic duo. One of the Big Foots encounter the robotic blue blur, only to get blitz repeatedly until it was nothing. As for the other Big Foot, it was wrecked from a brutal assault of lightning-fast punches from the robotic webslinger, smashing through the glass of the walker and causes it to tumble down to its own explosion.

**BGM End**

**BGM-Spider-Man 3 Game OST-Black Suit Theme #2**

Standing in front of the flames and destruction are the super battle bots, Metal Sonic and the newly-created Mecha Spider-Man. Both giving the rest of GUN's soliders the glowing mean eye that inflicts fear to the hearts of the organics.

"**Attack." **Mecha Spider-Man speaks with a monotone, cold, but still very scary voice. Their unified army of robots raid the base to bring it to its destruction, effectively going to war against GUN. **"I will retrieve the Iridium and Sandman. You retrieve the Chaos Emerald." **Mecha ordered his metal partner.

"**Acknowledged." **Metal responded.

The dark metal enforcers fly through the fortress to complete their respective objectives. With Mecha Spider-Man, he blazes through the prison chambers to retrieve the vial that contains Sandman stashed behind a secured laser-grid cabinet. _"Ah, who is it now?" _Sandman asked, then was surprised to see it was the mechanized version of his most hated foe that rescued him,_ "What the-Spider-Man?! Why are you the one rescuing me?!" _

Mecha doesn't bother answering and simply pockets him in his waist compartment. Now it's time to retrieve the Iridium, the stabilizing agent needed to complete the Tesseract. The metal spider tracks the Iridium to the lab of a particularly short scientist of GUN, Doctor Julian Snively, who has a shadowy history working with Dr. Eggman in the past, but now seeks a more active role with GUN, possibly as a means to facilitate his own bid for world conquest.

Mecha Spider-Man punches the door that leads into Snively's laboratory to find the precious Iridium he needs is currently being experimented on by Snively himself. "Hey! Can't you see I'm busy here?!" Snively talked to the silent enforcer, clearly annoyed of all the ruckus he's causing. Mecha wastes no time webbing Snively to the wall, "What the heck is this?! What kind of Eggman robot are you?!" Mecha grabs the Iridium without worry and flies away leaving Snively stuck to the wall. "HEY! Aw man! Why does this always happen to me?" He asked, unamused of all this abuse, whether he's working with Eggman or with the military, Snively's luck plain sucks.

And as for Metal Sonic. That hedgehog duplicate had no trouble defeating GUN soliders on his way to the vault that holds the red Chaos Emerald. He breaks through to the vault and picks up the Chaos Emerald and now gets ready to leave the base.

**BGM End**

* * *

**With Team Dark…**

**BGM-Sonic Adventure 2 OST-Vengeance Is Mine ...for Radical Highway**

Team Dark. GUN's most powerful group of agents; namely the ultimate life form, Shadow the Hedgehog, expert spy, Rouge the Bat, and the walking arsenal, E-123 Omega. They have been deployed by GUN Commander, Abraham Tower, to assist the war against the doctors' robot army. They arrive at the battle zone where most of the action is taking place.

"Looks like we're having a party." Rouge joked.

"Team Dark! Assist the troops!" Shadow ordered the team.

"**I will protect the flesh bags while proving my dominance!" **Omega primes his rapid-fire machine guns, destroying the robots he deems inferior, which are everyone.

"Never saw robots like these before! They're very grabby." Rouge jokes while flying away from Octobots, gaining enough distance between them to screw kicking them into oblivion.

"They're called 'Octobots'. Watch out for their tentacles." Shadow advised, using his spin attacks to demolish everything that dares to attack him.

Team Dark has proven to be more than a match for the badniks and octobots alike, overwhelming them with their destructive abilities while saving the GUN soliders who are in danger of being killed. "Are you alright?" Shadow assists one solider back up his feet.

"I-I'm fine. Thank you, Agent Shadow." The GUN solider thanked the ultimate hedgehog.

"Do we know who's leading this army?" Shadow asked.

"We have confirmed one of them is Metal Sonic, but there was someone else with him. Some kind of 'robot spider person'. It was so strong. We never seen anything like it." The GUN solider replied.

Shadow ponders this new information, "A robot Spider-Man? The doctors must've created him and sent him and Metal Sonic to retrieve the Chaos Emerald and possibly Sandman." He turns back to Rouge and Omega who are just about done cleaning up the remaining robots in the area. "Rouge, Omega. Go after the robot Spider-Man. I'm going after Metal Sonic." He ordered.

"Oh sure. Leave us with a robot copy of a hero from another dimension we don't know anything about and could possibly be dangerous." Rouge sarcastically quipped.

"He's strong, fast, can shoot webbing, and has the ability to sense incoming danger," Shadow said, guessing what Mecha's abilities could be since he's possibly based off Spider-Man and knows them after he recent team-up with the wallcrawler, "Now let's get moving!" He ordered as he skated to another room.

"Sometimes I wonder why we're a team if he goes off on his own." Rouge huffed.

"**Let us hurry. I want to challenge this mecha spider and embarrass him severely to pieces." **Omega said.

Rouge puts up a holographic screen from her wrist device, "Should probably make a call to Sonic to see if he and that spider guy can help us out. This might be a little more than we bargain for."

**BGM End**

* * *

**With Metal Sonic…**

**BGM-Ultimate Spider-Man Game OST-Venom Fight 3**

"**Chaos Emerald obtained. Returning to base." **Metal Sonic contacted his partner after retrieving the Chaos Emerald, flying at top speed through the underground base. But then he gets the distinct feeling he's about to be attacked by someone that could match his speed and strength.

Shadow teleports next to Metal and kicks him in the head, "You're not leaving with that emerald!"

Metal quickly recovers and engages Shadow in an all-out high speed brawl. The two fierce hedgehogs are neck-and-neck with their attacks, taking their fight from the floor to the ceiling in a single blur of speed. The super badnik uses his claws and strikes Shadow back to the floor. Shadow snarls and teleports back above Metal for a double axe handle that sends him to the floor. Shadow follows up his devastating combo with some Chaos Spears, but Metal activates his indestructible Black Shield to easily withstand his attacks. He then instantly switches to use his Maximum Overdrive Attack, enveloping himself in a cosmic blue energy sphere. Shadow takes notice of this energy before getting tackled by the robot's attack.

'_That's new. He never possessed this kind of energy. It's not the ISO-8, but there IS a connection. It's more potent, and he only has a portion of this cosmic power.' _Shadow thought, sensing that Metal Sonic has been given a "cosmic" upgrade the likes he never sensed before. _'What did the doctors do?' _He asked himself before returning to battle against this cosmic-enhanced Metal Sonic.

* * *

**With Mecha Spider-Man…**

"**Just like a regular insect, this robot variant will be terminated." **Omega taunted.

He and Rouge have already engaged Mecha Spider-Man in a fierce battle, a battle Mecha clearly has in the bag. He uses his spider-reflexes and agility to easily swerve through Omega's relentless barrage of missiles and machine guns and kicks him in the chest, knocking him to a wall. With his Digital Spider-Sense, he senses Rouge coming a mile away with her dive kick. The mecha menace flips over her, and before Rouge could turn around she is webbed up and thrown at her partner.

"Didn't think spiders could be so hard to squash…" Rouge said, clenching her pained head. She gets surprised when Mecha decided to topple the wall behind her with his webbing on top of her and Omega.

"**You're just not using the right methods." **Omega replied as he punches the collapsing wall. **"Let me teach you." **Omega turns back and focuses all his weapons on Mecha, but the moment he faced him, he was already gone from where he was previously standing. **"Where did the metal bugman go? Did I scare him off with my superiority?"**

In a blur, Mecha appears between Rouge and Omega using his metal talons to scratch their backs. He then proceeds to slash on Omega multiple times across the body, slowly ripping apart the rouge badnik until it was forced to kneel before him. **"I am…still superior…" **Omega barely said while he's covered in wounds.

His Digital Spider-Sense tingled again, grabbing a sneaky Rouge's kick and throws her through the air. He immediately follows with a web yank to her wings and swiftly slams her down on Omega. Mecha Spidey then proceeds to utilize one of his special moves, his own version of "Crawler Assault" called "Relentless Fury". He electrifies his fists, further enhanced with cosmic energy thanks to the Tesseract energy, and delivers a flurry of electrified-cosmic punches on the weakened Rouge and Omega, finishing them off with a large slamming web hammer that instantly KO's them. With the inferior organics defeated, Mecha flies away to aid his metal partner in crime.

* * *

**With Metal Sonic…**

Both he and Shadow are still going at it, neither letting up in their epic brawl. The collide spin attacks that bounces them around the area until Shadow kicked him out of his. With a chaos-enhanced punch, Shadow attacks, but Metal was able to use his arms to block it. He uses his cosmic energy to frequently teleport around Shadow, confusing him where he's gonna end up. But this was all a distraction for Mecha to suddenly appear and punch Shadow across the room.

"So you must be the new copy, huh? Guess that means you beaten Rouge and Omega," Shadow talks with Mecha, "You made a grave mistake doing that. Now I have more reason to destroy you!" Shadow throws multiple Chaos Spears at his new opponent. Mecha blocks them with a web shield and even avoids Shadow's teleporting swing kick thanks to his Spider-Sense. The ruthless metal spider then grabs Shadow by the throat, "You're certainly more serious than your counterpart…"

"**I am superior to the original in every regard." **Mecha spoke. He then blasts Shadow out of his hand but he managed to recover by skidding on the ground. Charging up a light-speed spin dash, Shadow blitzes Mecha multiple times, surpassing his warning senses because of his enhanced speed. That doesn't mean anything to Metal Sonic, who Shadow seemed to have forgotten about. Metal intercepts the hedgehog during his light speed attack and teams up with Mecha for a double punch that defeats the ultimate life form.

Team Dark has been defeated. GUN HQ have taken a beating. The Chaos Emerald, Iridium, and Sandman have been stolen. With their objectives completed, Metal Sonic and Mecha Spider-Man leave the base with the remaining badniks, returning to their masters for the endgame.

**BGM End**

* * *

**10 Minutes later…**

"Uh oh! Are we too late?" Sonic asked.

Riding the Tornado, Team Sonic and Spider-Man arrived to see GUN HQ half destroyed. Part of the mountain crumbled, windows were broken, walls were torn and the base was partially burned. Numerous GUN soliders were wounded during the attack while a number of them were killed.

Spidey lowly growls, angry after witnessing the aftereffects of the assault at GUN HQ, "Octavius…Eggman…"

"The docs must have planned this. Attacked both GUN and Angel Island at the same time to keep us divided." Sonic deduced, scowling that they fell for their ploy.

"And we felt for it. Damn." Spidey cursed.

"Hope everyone is okay." Tails said with a worried look.

After landing the Tornado, the four colorful heroes enter the half-destroyed base. They walk past the numerous soliders receiving medical attention and partially destroyed GUN robots returning to the shop for repairs. A few GUN soliders mistake both Spider-Man and Sonic for their murderous metal counterparts and points their weapons at them. "Don't move!" One says.

"Oh not again!" Sonic remarked as this is the second time GUN has mistaken him for his evil twin, the first being Shadow.

"Oh that's just perfect. I'm about to be arrested in another dimension. Does the universe hate me or what?" Spidey sighed.

"At ease, soliders! We don't want to make that same mistake twice!" GUN Commander, Abraham Tower, orders his soliders to stand down. He and Team Dark, who have recovered from their battle against metal duo, approaches the heroes.

"You guys took your sweet time. Is it because Knuckles got tricked again?" Rouge joked.

"Shut it, Rouge! For your information, we were trapped in an illusion by Mysterio halfway across the world!" Knuckles retorted, scowling with the joking bat.

"Where's Metal and Mecha?" Sonic asked Team Dark.

"Long gone with the Chaos Emerald and Sandman." Shadow answered.

"According to Dr. Snively, they also stole some Iridium." Commander Tower added.

"Iridium? What does the doctors need Iridium for?" Tails pondered.

"It's a stabilizing agent for the Cosmic Cube." Spider-Man responded.

"Cosmic Cube?" Shadow questioned, never hearing of this reality-warping cube until now.

"It's something from my world the docs managed to create using the ISO-8. It's INSANELY powerful. Enough to rewrite reality." Spidey answered what he knows about the Cosmic Cube.

"That must've been the power source that empowered Metal and Mecha." Shadow pondered, which is definitely the case.

"Exactly. Now that they have the Iridium, they can unlock the Cube's full potential without destroying the planet." Spidey said.

"Then we must find their base quickly! Where is it?" Commander Tower asked.

The vibration coming from the Miles Electric gets Tails's attention. He takes it out to see it's Sally Acorn calling, the chipmunk princess leader of the Freedom Fighters. "It's from Sally!" Tails said before answering the call, putting it on video chat mode to speak with the princess.

'_Tails. I think we may have a lead where the doctors' base is.' _Sally informed him.

"Good, 'cause things are not getting pretty, Sal." Sonic quipped.

'_Nicole has been scanning the globe for anything related to the ISO-8 and recently found a general location where there they could be. There have been unstable spikes of cosmic energy in this area we didn't think was possible.' _Sally informed.

"A Cosmic Cube is extremely hard to control. Like it has a mind of its own or something. That may have been the reason you weren't able to detect it until now because of the cosmic tremors it occasionally releases." Spidey told the princess.

'_We're about to investigate the area now. If this is their base, we'll rally with you in the morning.' _Sally said.

"That'll give us enough time to rest up and get ready for the big finale." Sonic remarked.

"Agreed. All hands are on deck this one. I'll make sure GUN will assist raiding their base. If the doctors thought they beaten us, they have another thing coming!" Commander Tower said, pumped-up to launch a counterattack on the doctors for almost destroying their base.

"You kinda remind me of Nick Fury just without the eyepatch." Peter quipped.

"Is he the commander of your world's military?" Tower asked the webslinger.

"Something like that." Peter quipped.

"How about you all stay here for the night?" Shadow offered to Team Sonic and Spider-Man to rest up inside the base.

"Shadow inviting us for a sleepover? The world really is coming to an end." Sonic quipped, which got Rouge chuckling but got Shadow growling.

"Just be ready for tomorrow." Shadow angrily walks away as Rouge leads Team Sonic and Spidey to their living quarters.

* * *

**An hour later…Inside a GUN laboratory**

Peter and Tails are alone in a lab using GUN's resources to build Peter a high-tech armored suit that will certainly come in handy for the final battle tomorrow. Sonic walks into the lab to check what they're working on.

"There ya guys are. Whatcha workin' on?" The hedgehog asked, looking at the red-and-blue spider armor on the table.

"Peter wanted to make armor capable of fighting the Sinister Six when we fight them tomorrow. We asked the Commander and he allowed us to borrow GUN's equipment." Tails answered.

"An Anti-Sinister Six Armor. Not a bad idea." Sonic grinned.

"I want to be prepared for them this time. There's no time to waste. Worlds are counting on us to stop them!" Peter says as he picks up a small glowing crystal of chaos energy GUN had in storage and some ISO-8 salvaged from the badniks that were destroyed during the assault on GUN. "So this is what you call a Chaos Drive, huh? Using this with the ISO-8 should help plenty. Hopefully this suit _doesn't _melt in acid."

"I take it that's happened before?" Tails asked.

"With my first Spider-Armor. Built it to fight the New Enforcers…It's a long story." Spidey shamelessly replied. "But I've been an intern for Tony Stark for a while, so my armor-making skills has improved tremendously. Just hope it's enough." He said a bit somberly, something Sonic and Tails immediately took notice.

"Hey Pete, don't stress yourself out." Sonic frowned.

Peter sighs deeply, touching the table with both hands straight, "I-I know, it's just…I can't help thinking this is my fault. The fate of two worlds are at stake because of my enemies. The ISO-8 came from my world, and if I knew Doc Ock was planning something this big…I'm just sorry you guys got caught up in my mess."

Sonic forms a small smirk on his face, "It's alright. This isn't your fault. Remember, you're not alone on this. You got us, our friends, GUN. No reason to put all the pressure on yourself."

"Sonic's right. There's no need to apologize. We'll always have your back." Tails smiled to comfort him.

Peter smiles after hearing their comforting words, "Thanks guys. I thought when I first entered this dimension, I would have to resolve things on my own. Glad I found friends like you."

"That's my dimensional counterpart. A brother from another dimension." Sonic smiled.

"Brother…Yeah, I guess we are kinda like that, though I'm the more attractive." Peter joked.

"Pfft. Pul-lease!" Sonic quipped before all three friends share a laugh together.

* * *

**Above the skies**

Above the night skies of Mobius is a large flying aircraft that looks to be based off the Springs and Bumpers found in various parts of the planet and its Zones. This flying fortress is known as the Sky Patrol, the Freedom Fighters' mobile base of operations. In the command center of the ship are the other members of the Freedom Fighters besides Sonic and Tails: Hammer hero, Amy Rose. Brave little girl, Cream the Rabbit and her best friend Cheese the Chao. Gentle fisherman, Big the Cat. Gruff mechanic, Rotor the Walrus. French swordsman, Antoine D'Coolette, and his cyborg wife, Bunnie Rabbot. And lastly the leader of the team, Sally Acorn, sitting on the captain's chair. After days of searching, it would appear the Freedom Fighters have finally located the doctors' secret base.

Sally opens up her handheld to talk to the holographic projection of the advanced A.I. and her best friend, Nicole the Holo-Lynx. "You sure this is the place?" Sally asked her A.I. friend.

"_After looking at those large statues, yup. Honestly don't know how we didn't notice this before." _Nicole replied.

"It's a mystery we don't have time to solve. Rotor. Set a course to GUN HQ." Sally ordered.

"Roger." Rotor replied.

"Nicole. Contact Sonic and Tails that we'll be meeting them soon. Tell them we found it." Sally ordered.

The Sky Patrol makes a U-turn away from the doctors' secret base. A secret base that is called "Sinister Egg Zone", a high-tech metropolis with some underwater elements and large statues of Eggman and the Sinister Six plastered everywhere. But what's even more terrifying is the large Death Egg-looking building at the middle of the zone. A stationed flying fortress that resembles the Death Egg but with an octopus emblem. The all-menacing "Octo Egg" where the final battle for two worlds will begin.

* * *

**KFX Here: As you could tell, this chapter was completely different from the original by having the Battle at Angel Island and the Battle at GUN HQ happening at the same time. It kinda was the same thing in the original but Sonic and Spidey arrived a little sooner to help GUN, which made things less dramatic. I've also grown a likening making Mecha Spider-Man as a cold, no-nonsense badass with few words. I'm thinking to make him a main villain one more. What would you think? And yeah, instead of White Acropolis from the original, I'm taking a page from "Sonic and Mega Man: Worlds Collide" by having the doctors' base in an original location. **


	11. Act 10: All-Out War

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! We were too late! Metal Sonic and Mecha Spider-Man wrecked GUN headquarters and got the Chaos Emerald and Sandman. And with the Iridium they stole, they can complete their Cosmic Cube. We don't have time to waste. It's time we raid their secret base and stop the doctors before they use the Cube to change everything!**

**BGM End**

* * *

_Act 10: All-Out War_

**Sinister Egg Zone, Inside the Octo Egg**

**BGM-Mega Man Star Force 3 OST-Theme of Dealer**

"MWAHAHAHAHA!" That was the maniacal laughter belonging to a very happy Dr. Octopus. Inside the Octo Egg, he and Eggman are holding a meeting with Metal Sonic, Mecha Spider-Man, and the other members of the Sinister Six of their master plan, a plan that involves a fully-stabilized Tesseract in the palms of Doc Ock.

"Behold, my friends, a fully-completed Tesseract! This is the key that will lead us to our success!" Ock smiled, showing his teammates the cosmic cube.

"We'd like to congratulate you all for your cooperation, especially you Metal and Mecha for picking up the others' slack!" Eggman complimented their robot enforcers for weakening GUN and retrieving the items they needed from them, like the red Chaos Emerald Eggman has in his hands.

"Yeah, whatever, so what's the hold up on not using that reality-warping blue cube thingie to _win_?" Electro asked the doctors why they haven't reshaped reality to their image since they possess the cosmic cube.

"Because we still need the Chaos Emeralds to complete our task, or do you want the heroes to still have power against us?" Otto replied.

"So why not use the Cube to bring the emeralds here?!" Electro retorted.

"The other emeralds seem to be 'rejecting' the call of the Tesseract, but it is no matter. The heroes are BOUND to come for the one we have any time now." Eggman explained, saying the emeralds' own power are somehow countering the "will" of the Cosmic Cube, hence why they can't simply teleport them to their hands.

"How are we going to counter the heroes' forces?" Mysterio asked the doctors.

"We're currently in the process powering our defensives using the Tesseract's energy. We're also using it to block any interdimensional travel in case Spider-Man has gotten in contact with the heroes of his world. We can't deal with them, at least not yet, not until we complete the Cosmic Egg-Octobot X." Eggman explained.

"That's a dumb name." Sandman muttered, commenting on the docs' ultimate robot name.

"So I ask again: Why not use the Cube to finish the darn thing?! Are you guys just asking us to lose?!" Electro retorted at the doctors.

"Patience, Electro. You cannot rush perfection. Everything is going according to plan." Otto said. With a simple thrust with the Cube, Ock powers up his Sinister Six with it's incredible cosmic energy. "You have all been given a portion of the Cube's power. Use it as you see fit when it's time. Prepare all the Badniks and Octobots for war! Get our second, third, AND fourth lines of defense ready! Mysterio! I can trust you can create our first line of defense?" He grinningly asked the illusion master.

"With the power you gave me, we might not NEED the other defensives." Mysterio said, and it's hard to tell because of that fishbowl for a head but he is smiling behind it.

"That's what we like to hear! Make sure to give our incoming guests a 'warm welcome'." Eggman grinned maliciously, looking forward to the incoming battle.

* * *

**GUN HQ, Central City**

"They're late." Sally said, having a deadpan stare at her watch.

It's the morning for the final battle against the Eggman Empire and Sinister Six. The greatest heroes of Mobius have all gathered in the Briefing Room inside GUN HQ. The Freedom Fighters, Knuckles, Team Dark, and the GUN Commander are all here waiting for two particular heroes that'll surely lead them to success, assuming they show up.

"Where's Sonic and Spider-Man?" Knuckles asked, wondering where his friends are.

"They should be coming." Tails told him.

"They better. We don't have time to waste." Commander Tower said, crossing his arms in impatient.

"…**So that's what happened to your moon."** Spider-Man's voice was heard as the newly-armored up hero and Sonic were taking their conversation to the briefing room.

Sonic nods, "Yep. Eggman used the Eclipse Cannon to blow half of it up."

"**Crazy. Hope something like that never happen to my moon." **Spidey replied.

"Gentlemen! You're late!" The Commander spoke up to grab the duo's attention.

"**Sorry. My fault. Had to make some quick adjustments to my suit. Like it? It's my brand-new Spider-Armor. Codename: Anti-Sinister Six Suit! You don't need to say anything. It's awesome, I know." **Spider-Man joked as he introduces his new Spider-Armor. His titanium-plated armor powered by salvaged ISO-8 and Chaos Drives consists of a red helmet, blue shoulder pads, a red chestpiece with a spider-emblem on it, and a built-in utility belt. Red gauntlets on each arm and red boots. The rest of his body was covered in blue sleeves. It appears to be also made with dynamic semi-liquid smart metal to reflect bullets and is thick enough to withstand attacks from the Rhino.

**BGM-Sonic Adventure 2 OST-Strategy**

"Not too shabby, webhead." Rotor complimented with a sly smirk, already impressed with the hero's incredible genius.

"**Thanks. You must be the other Animal Avengers I've been hearing so much about." **Spidey joked, finally getting to meet the other Freedom Fighters.

"We're the Freedom Fighters. My name is Sally Acorn, leader of the team. Thanks you for helping us today, Spider-Man." Sally introduced herself, giving the webhead of Earth a firm handshake.

"**I should be thanking you. Some of these are my enemies that caused all this." **Spidey replied, still feeling responsible for the incoming chaos the Sinister Six are about to bring as well as their Cosmic Cube.

"They're our enemies now and we need to work together to defeat them." Sally replied.

"We heard you guys found their base. Where is it?" Sonic asked his princess friend.

Sally tasks Nicole to project a hologram of the nightly sky high-tech metropolis, Sinister Egg Zone. "Here. According to Nicole, it's called the 'Sinister Egg Zone'."

"**Very original." **Peter quipped**.**

"And look at that weird Death Egg with arms they have over there." Sonic points to the hologram that appears to be the Death Egg but with four giant tentacles arms sprouting out from it with a green octopus emblem replacing the Eggman face on the center.

"**I'm going on a limb here and guess they called it the 'Octo Egg'." **Peter joked.

"Yup." Sally simply answered.

"Seriously?" Tails questioned.

"I'd believe it." Sonic quipped.

"Their whole base is showing weird 'spacetime' readings and has defensives powered by cosmic energy." Sally informed.

"**Which means their Cosmic Cube is complete thanks to the Iridium they stole." **Spidey commented.

"If it's complete, why haven't the docs used it yet to reshape reality?" Rouge asked.

"**Not sure. Ego, maybe? They may be planning something else but I don't know what. Whatever it is, we need to head out immediately and take 'em out." **Spidey advised.

"Simple. Direct. I like the way you think, Spidey. If you ever need a letter of recommendation to join the Avengers, I'm your guy." Sonic complimented.

"We'll launch a full frontal assault. Fight their army as we make it to their fortress." Sally suggested.

"Agreed. We all remember what we're dealing with here?" Commander Tower nodded.

"**A rotten-walking egg and a gang of costumed nutjobs from an alternate dimension that holds a cube that can control the universe? It's just your regular Tuesday. Not a big deal." **Spidey joked.

"Hehe. Yup." Sonic smirked.

"If everyone's ready! Let's go save the world! Move out!" Sally commanded the heroes, standing in front of them as she points out with a straight, determined finger.

**BGM End**

* * *

**Later…At the Sinister Egg Zone**

**BGM-Sonic: After the Sequel OST-We're Going Deep, and We're Going Hard**

Sinister Egg Zone. The Eggman Empire and the Sinister Six's secret base. A high-tech metropolis with blue, tall skyscrapers and metallic red roads with red banners depicting the emblems of the Eggman Empire and the Sinister Six under a night sky. A Zone that has various technological contraptions, underwater sections, and highly-advanced defensives powered by the Tesseract.

GUN forces have already invaded this zone for payback against the doctors for almost destroying their base. They engage their massive robot army with their ground troops and aerial fleet to buy the heroes time to reach the Octo Egg, originally a Death Egg under construction until Eggman teamed up with Doc Ock and decided to combine their genius to complete this flying fortress for their dimensional conquest.

Spider-Man and Sonic stand in front of the Freedom Fighters, Knuckles, and Team Dark after they stopped between the large statues of Doc Ock and Eggman as they stand on their guard against the first line of defense towards the Octo Egg, and boy it is impressive.

"**I was expecting a welcoming party, but this surpassed my expectations. Looks like everyone got themselves an invitation to come here." **Spidey joked, even before what's about to be his biggest challenge yet.

"Everyone but us. Don't they know we're the stars of this party? Time to crash it and have fun." Sonic grinned towards a clone army of Spider-Man's entire rouges gallery. Crime bosses like Hammerhead to Kingpin, and more costumed maniacs from Rhino to Hobgoblin and Green Goblin, both his human costumed form and his ultimate monster form, and symbiotes like Venom and Carnage. And they're all here with one goal: Killing Spider-Man and his mobian friends.

**BGM End**

**BGM-Sonic: After the Sequel OST-No Longer Alone**

"Push right through 'em, guys! There should be a teleporter that'll take us to the Octo Egg!" Sally commanded her teammates against the replica villains.

Spidey flips over a blast from a Scorpion to one-shot a Chameleon in the face, **"No reason to hold back! These are just a near-endless supply of hard-light holograms made by Mysterio! Looks like he got himself a cosmic-upgrade from the Cosmic Cube to make his illusions more real!"**

"Are any one of them the REAL Mysterio?!" Sally asked while battling phantoms Shocker and Mysterio.

"**Doesn't look like it! He might be controlling them from inside the fortress!" **Spider-Man replied as he drop-kicks on a Gibbon.

Shadow barely avoids getting blasted by the Beetle and his high-tech armor filled to the brim with weaponary that _may _rival Omega's. Boomerang stands beside his fellow villain mocking the hedgehog with his laughter, "Ahahaha! Better give up now! Beetle's armor makes him a walking, flying arsenal!"

Out of nowhere, Omega protects Shadow by launching all of his weapons to destroy the fake Beetle and Boomerang, **"Please. Back of the line, pea-shooter."**

"These are certainly strong for a bunch of replicas!" Antoine said, struggling with his sword to counter a fake Kraven and his knives. The swordsman coyote was caught off-guard by an attack from a fake Alistair Smythe in his Spider-Slayer cyborg form and knocked to the air, but thankfully his Bunnie showed up to save him.

"I got ya, hon!" Bunnie said, grabbing her husband by the hand.

"Je vous remercie!" Antoine smiled, saying "Thank you" in French.

"I didn't think your rouges gallery was THIS big, man!" Sonic smirks as he talks with Spidey while slide-kicking Man-Wolf, Tombstone, and Vermin.

"**Feels like I've fought every single bad guy the world could throw at me, which is basically all of them. You would think I would catch a break!" **Spidey replied as he defeats a Kingpin before immediately ducking a swipe from Grizzly.

"Maybe you will, after we deal with these weirdos!" Sonic says, spinning through multiple black portals really fast until he hits the villain creating them, the Spot.

"**I WISH, but there's never a break when you're the mayor of Spidey town, home of forever complications and late school work!" **Spidey joked, webbing up more phantoms.

"Sounds like a fun place! Invite me sometime!" Sonic quipped, elbowing Carrion to the ground.

"**If we survive this, I'll buy you a chili dog!" **Spidey quipped.

"Ooho! Now I'm properly motivated!" Sonic quipped back while speedily homing in on more cosmic phantoms.

**BGM-Sonic Unleashed OST-Dark Gaia (Running)**

In the air, Tails is flying away from the insane attack by phantoms Swarm, the Human Fly, and Hobgoblin. A laughing Hobgoblin throws one of his bombs at Tails who was in the line of fire. The fox was worried he might get blown to pieces until from the ground Spidey webs up the bomb and throws it back at the flying villains.

"Thanks, Spidey!" Tails gave his savior a thanking thumbs up for saving him, who replies with his own.

Meanwhile, Knuckles punches a Hammerhead's vibranium head and didn't leave a dent. "And they call me a hardhead." Knuckles quips before using another fist to defeat Hammerhead.

"Suck on this, dark prince!" Rouge scowls, using a screw kick to defeat a fake Morbius the Living Vampire.

"**Remember boys, one punch per customer." **Spidey quips, knocking out Jackal, Lizard, and Tombstone, each with one punch.

The replica of the villain Shriek uses her mutant power to fire sonic shockwaves made of sound waves to hurt Sally and Rotor, but it was powerful enough to affect the nearby Venom and Carnage clones because they are symbiotes, and symbiotes hate loud noise.

"_**Would you keep it down?! Some of us hate the sound!" **_Venom complained.

"_**Oh no! Keep going, dear!" **_Carnage encouraged his mutant friend to keep doing what she's doing. This gave Shadow enough time to defeat the symbiotes and Shriek with some spin attacks and a few chaos spears for good measure.

"You can't run forever, coward!" One of the Speed Demons races with other copies of himself to catch up with a smirking Sonic.

"_Ooh_! Sorta-fast criminals! This is almost entertaining AND a challenge!" Sonic mocked.

"I _almost_ regret this. There was no thrill fighting that slow-poke Spider-Man!" Another Speed Demon grinned as he runs neck-and-neck with the blue blur.

"Oh, I'm sure! But while he doesn't have your speed…" Sonic rolls into a ball to mess up a few of the Speed Demons chasing him and bounces off of them to make them trip, then slides under the Speed Demon he was talking to just as the other speed clones crashed into him, "You don't have his skills!" The blue blur continues to use his speed to vanquish dozens of other phantom criminals in a single blur, even taking down another Speed Demon just to embarrass him, "You got speed, Speed Demon, but you don't have SONIC speed!"

"What's the matter? I thought all rabbits like carrots!" Phantom White Rabbit laughs crazily like a lunatic, using an umbrella that shoots explosive carrots at Bunnie and Cream from their hiding spot.

Thankfully, Cream uses Cheese to attack White Rabbit, distracting her until Bunnie to blast her down with a laser blast. "Golly. And I thought 'I' was weird." Bunnie said, remarking on White Rabbit's craziness and insanity and comparing it to her cyborg body.

"You're not weird. You're amazing!" Cream said happily to cheer her up.

"Ah, thanks." Bunnie smiled.

Meanwhile, Amy smacks her hammer on Rhino's vulnerable face. "Ow! You little sonofa-!" Before Rhino could finish that curse, Big belly-flops him from the air, crushing him.

"Language." Amy smirked.

"Over here, Sonic. Sally has a plan." Shadow tells his blue rival after he has defeated a classic Green Goblin.

"Why? 'Run around and hit stuff' has been working-_Oh_, all right." Sonic joked. The hedgehogs reunite with Spider-Man as they all meet up with Sally.

"**What's up, Sally?" **Spidey asked.

"We need to change tactics. Any phantom we destroy can instantly be recreated by Mysterio from inside the fortress." Sally explained the dire situation they're in.

"Right, we need to strike at Eggman and the Six NOW." Shadow emphasized.

"**Agreed. You guys give us cover while me, Sonic, Tails, and Knuckles infiltrate the base. I don't like leaving you guys out here, but we need to hurry and stop the doctors before whatever nasty plan they hatch from that egg." **Spidey said.

"Yo, Tails, Knuckles! Get over here!" Sonic calls out to his best buds. The rest of Team Sonic arrive and joins Spider-Man flying towards the Octo Egg teleporter, with Sonic grabbing a hold of a flying Tails while the webhead uses his fancy new jet boosters to fly.

"Are you sure this is a good idea, Sonic? There're still A LOT of supervillains on the battlefield." Tails asked him.

"Which means there're less for Spidey and me to fight inside that big battle station. The faster we end this, the sooner our friends are safe." Sonic replied.

Amy and Sally watch their four friends fly towards the Octo Egg, praying they will be safe in there. "Be careful, Sonic. Come back to me." Amy said worried, wiping away the few tears from her face.

"Good luck, Spider-Man." Sally said somberly, putting her trust in her new friend to save the day. The girls quickly return to focus on the battle after surviving an ambush from more phantom criminals, "Incoming!"

"There's no end to them!" Amy says while whacking more of them.

While the mobian heroes put up a desperate fight against the phantom criminals created by Mysterio, Team Sonic and Spider-Man hop down onto the teleporter that'll take them inside the Octo Egg. **"We made it. Let's get inside and end this sinister parade." **Peter said.

"Sure, but first we've gotta use this pad-thingie to transport us inside that flying death trap. How's it comin', Tails?" Sonic asked.

It didn't take long until Tails used his Miles Electric to hack into the controls to give him direct access. "The controls are hacked! The teleporter is online, and now we've got direct access to the flying fortress!" Tails smiled, doing a fist-pump.

"**Time to crack this Octo Egg wide open!" **Spidey joked.

"That is really a dumb name." Knuckles commented.

"Dumb name from two supposed geniuses." Sonic quipped as the teleporter takes them inside the deadly flying fortress with tentacles.

**BGM End**

* * *

**Aboard the Octo Egg**

"Isn't this fun?" Mysterio asked. The illusion master stands along with his fellow Six before a big screen where he watches in delight how his Phantom Villains are combating the mobian heroes thanks to the power of the Tesseract he was given a portion of. "It's like playing one of those strategy games my daughter plays except my army has unlimited lives while my enemies only have one." The illusion supervillain laughed.

"You have a daughter? Does she have a fishbowl for a head too?" Electro joked.

"We're not BORN with these!" Mysterio retorted.

"Can I play this game?" Sandman asked him if he could command the Phantom Villains even though that's not possible.

"Sorry. It's a single player game. You'll just have to wait your turn when I'm done." Mysterio replied.

"Awwww…"

"Would you quit your whining?! We're working up here!" Eggman shouted, still working with Octavius to complete their Cosmic Egg-Octobot X.

"Ahem! Gentlemen! I'm afraid I have some bad news! Spider-Man and his animal friends have made it on board." Vulture said, standing before the screen that shows Spider-Man and Team Sonic have successfully infiltrated their flying base and heading their way.

"Finally. I was getting bored." Electro smiled.

"Electro, Vulture, Kraven. Head to checkpoint E. Mysterio and Sandman. Cover checkpoint O. Slow them down long enough for us to get our final weapon online." Otto ordered his Six, giving them their objectives.

"Yes. Metal Sonic, take Mecha Spider-Man and guard checkpoint X. If they manage to get THAT far, it's up to you two to finish them." Eggman ordered their metal flunkies.

* * *

**With Spider-Man and Team Sonic…**

**BGM-Sonic the Hedgehog 3 & Knuckles OST-Death Egg Zone Act 1**

With all their friends putting their trust in them, Team Sonic and Spider-Man blaze through the Octo Egg and it's many horrendous traps to reach the doctors and the Six and put a stop to this madness on worlds.

"**I've been here for a good minute and I haven't seen 'yolk'." **Spidey made a clever pun of the insides of the Octo Egg that made Sonic chuckle but receives a deadpan, unamused stare from Tails and Knuckles.

"Just follow my lead and we'll run into something that might be 'tentacruel'." Sonic also made a clever pun, one that amused Peter but further made his other two friends groan in disgust. A little while later, they hop into a Ring Shooter that shoots them through a string of yellow energy rings that are generated on their own at high speed.

"**These energy rings seem yellow enough, but they aren't circle-shaped. What kind of 'Egg' is this?" **Peter joked. After that was done, they pass through an anti-gravity chamber where eight killer metal tentacles are trying to kill them as they float in mid-air.

"At least they got the 'Octo' part down. Maybe they should've just called it the "Octo'." Sonic joked while they dodge the tentacles and enter the next room.

"**Pfft. That would be so lame. Maybe it would sound cooler if they called it the Sinister…" **Spidey's Spider-Sense tingles to trouble, forcing him, Sonic, and the others to brake before familiar guards, **"Uh-oh!" **He said as they confront Electro in his pure energy form, Vulture, and Kraven once again, all powered up with cosmic energy.

"_You were going to say 'Sinister Six', right?" _Electro quipped, grinning.

"End of the road." Kraven threatened the heroes with his knives.

"**Maybe these guys are the yolk of the egg." **Peter joked, not taking the Sinister Three seriously.

"I'll bet they crack like one. Bring it on, losers!" Sonic grinned, jumping in head-first for another round of kicking supervillain butt.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

Kraven uses his knives to block a double spin attack from both Sonic and Knuckles, but their attack still packed enough force to skid him back on his feet. "You animals better just give up. The power of the Cube has increased my already incredible hunter skills to extraordinary heights!" Kraven taunted, throwing his knives at his mobian prey.

"Yeah, like that worked so well last time." Sonic quipped as he and Knuckles dodges the hunter's knives with ease.

"Continue mocking me as I cut your head off!" Kraven retorted, using his enhanced speed and reflexes to dodge Sonic's speedy attacks.

"Try it!" Knuckles said, throwing a punch Kraven blocks with his knives.

"You will not beat me this time, child! The air is mine!" Vulture proclaimed, having another aerial battle against Tails, sharing his thrown wing blades with the fox's energy blaster.

"Maybe I don't need to beat you. Just have to wait until you rise up to old age. Oh wait! You already are." Tails mocked, which really struck a nerve in his winged foe.

"_So what's the occasion for that new suit? Are you attending somebody's funeral?!" _Electro joked, dodging the rapid-fire web bullets from the armored Spider-Man.

Peter stands still as Electro tackles him as a lightning bolt, but surprisingly it did nothing. What's even more surprising it turned Electro back to his human state. **"It's not much. Just an Electro-Proof Suit." **Spidey quips one of the many perks his Anti-Sinister Six Armor has in store for his enemies.

"What?!" Electro remarked in shock long enough for Spidey to deliver a strong punch that was enough to knock the electric man unconscious.

"Follow the bouncing hedgehog!" Sonic taunted. He bounces around the room at blurry, erratic speeds to disorient and distract Kraven while he's fighting Knuckles, making the hunter wonder what his move is. His move is to attack Vulture while he was battling Tails, allowing the fox to use his two tails to swipe the winged criminal on top of Kraven. They're down but not out, so Knuckles slams a powerful fist that destroys Vulture's wings and knock the two villains out cold.

**BGM End**

"Never knew fighting cosmic-powered supervillains would give a guy a workout." Knuckles said, rotating his right arm after a pretty tough battle against three members of the Sinister Six.

"**If you really want an exercise, come visit whenever Galactus is hungry for a planet." **Spidey quipped.

"Do I 'want' to know what a 'Galactus' is?" Knuckles asked as the team continue their trek through the Octo Egg.

"**It's best you don't." **Spidey replied, not wanting to frighten the echidna with stories of the world eater. It didn't take long for the heroes to confront the next batch of the Six. They rush into a long hallway that looks like a twisted, messed-up version of the Octo Egg where it seems everything is trying to kill them, from the walls to Mysterio's gauntlets acting like missiles from top and front aimed at them.

**BGM-Spider-Man Unlimited Game OST-Boss!**

"Don't need to be a genius to figure we're trapped in another Mysterio illusion." Sonic commented.

"BWAHAHAHAHA! AAHAHAHAHA! HAHAHAHAHAHA!" That insane laughter came from Mysterio who has reappeared as a cosmic ghost giant in the background of this illusion.

"**Sounds like all that power has gone straight to his fishbowl." **Peter joked.

"YOU ARE NO MATCH FOR THE MARVELOUS MIGHT OF MYSTERIO, MASTER OF ILLUSIONS!" Mysterio proclaimed.

"You know what I just realized. You'd be a killin' in the party circuit. Parties, weddings, prom…" Sonic joked while dodging the illusionist's bat swarm.

"OH, THERE WILL BE A PARTY, ALRIGHT, RIGHT AFTER WE RULE BOTH YOUR WORLDS!" Mysterio replied, using whatever he can to attack the heroes in his illusion world.

"**Consider that party cancelled!" **Peter fires a unique energy flare from his gauntlet to the sky of the illusion. In mere seconds, the illusion is broken, and the gang find themselves confronting Mysterio in a normal room.

"What did you do?! How did you break through my illusion like that?!" Mysterio angrily asked his hated foe.

"**Just a simple chemical flare mixed with some ISO-8 and Chaos Drives that disrupts your illusions, Misty." **Spidey explained another perk of his new armor.

"Impossible! RRAAAAAGH!" Mysterio screamed, summoning more of his phantoms selves so real it's hard to tell who is the real one as they all attack the heroes.

"**Don't bother, Beck! I got a new holographic visor that can differentiate which one is the real you, no matter how cosmically powered-up you are!" **Spidey remarked, flipping through the massive army of Phantom Mysterios to punch the real one. After he does, his spider-sense warns him to dodge multiple sand punches from a rising pile of sand from the Sandman.

"Does your new suit have anything for me, webhead?" Sandman taunted.

"Yes, and so do I!" Tails uses his Arm Blaster to fire special acid blasts that really sting the sandman.

"AAAAAAGHH! What did you do?!" Sandman shouts as he tries to get a hold of himself.

"I upgraded my arm cannon to fire a special hydrochloric acid, enough to dissolve the individual granules of your body. It won't kill you, but it will keep you incapitated after a few more shots." Tails explains while trying to get in a few more acid shots to defeat Sandman.

Meanwhile, a grinning Sonic blitzes through the army of Phantom Mysterios while dodging energy blasts from the real Mysterio floating in mid-air. "Give it up, Slowerio! You got no illusions that could stop me! I'll just break through all of them with my speed!" He taunted the illusionist.

"Aaaargh! Impudent hedgehog!" Mysterio cursed. It got even worse after Knuckles punches him off the air and to the ground.

"Don't think I've forgiven you for trapping my island in your illusion! I'm gonna break your illusions and that fishbowl!" Knuckles declared, ready to punch Mysterio into oblivion.

"Let us reschedule that." With a simple blast from his gauntlet, Mysterio was able to blast Knuckles and teleport him out of the room.

"Knuckles!" Sonic exclaimed after seeing his buddy suddenly vanish.

"HAAH!" Mysterio fires another of his teleporting blasts at Sonic, but the hedgehog was too fast and dodged it, only for the blast to hit Tails instead, teleporting the fox somewhere else.

"TAILS!" Sonic shouted after seeing his best buddy get hit too.

* * *

**Back outside the Octo Egg…**

Both Tails and Knuckles found themselves teleported back to the warzone between the Freedom Fighters and the Phantom Villains. Sally was the first to spot their sudden return outside, "Tails, Knuckles, why are you guys back here?!"

"That jerk Mysterio teleported us out! Sonic and Spidey are still in there with him and Sandman!" Knuckles answered. The conversation was cut a little short as the three of them were almost blind-sighted by a Phantom Venom and his tendrils.

"We don't have time to get back to the teleporter! We'll just have to leave it to them to stop the doctors!" Tails said, putting his trust in his two friends they'll be able to save their worlds.

* * *

**Back inside the Octo Egg with Sonic and Spider-Man…**

"**They're safe! They just got hit by a teleporter beam back outside!" **Spidey informed Sonic while they still tangle with Sandman and Mysterio.

"It was just getting a little too crowded for my likening." Mysterio joked.

"Here. Let me clear up more room." Sonic scowls after seeing his friends get pushed out of the fight like that. He goes full speed and smashes Mysterio's fishbowl with a spin attack, revealing the illusionist's true face. "Show's over, Misty." Sonic delivers the finishing kick that defeats the master of illusions. Immediately after Mysterio was defeated, Sandman traps Sonic in what appears to be a cage he tries to spin dash out.

"You ain't goin' anywhere! Ahahahahaha!" Sandman revealed his smiling face through the sand.

"Spidey! A little help!" Sonic shouts.

"**Hold on!" **Spidey fires a unique radioactive spray from his gauntlet on Sandman while dodging his sandy attacks. _'That solution should make it easier for me to locate his Soul Molecule. Just got one shot.' _The webhead fires a web strand toward the giant Sandman to his chest, managing to touch the Soul Molecule that controls his shifting abilities. _'Got it! Time to pull!' _With his other hand on the line, he yanked the Soul Molecule out of Sandman.

"Noooooooooo…!" Sandman yells as his body disintegrates, freeing Sonic.

**BGM End**

"What did you do?" Sonic asked Peter how he defeated Sandman like that.

"**Located his Soul Molecule thanks to a radioactive solution I cooked up. I would've used it to play around and change his shape with my smartphone, but I know how impatient you are." **Spidey joked, wrapping Sandman's Soul Molecule in a web cocoon and throws it to the nearest trash can.

"You know me so well, but I would've liked to see that." Sonic smiled.

Spidey can still tell Sonic is worried about Tails and Knuckles after they got teleported back outside and won't be joining them for their battle against the doctors, **"Don't worry. Your friends are still safe."**

"I know. Let's hurry up. My shoe has an appointment with Eggman's face." Sonic said with a serious face.

As the two heroes left in the Octo Egg, Spider-Man and Sonic rush through the many checkpoints to locate the doctors. They fight through the heavily fortified advanced security system. Play around with some Badniks and Octobots. Avoid swimming through the green underwater sections because Sonic hates water. The battles outside are just as intense but it is lessening. With Mysterio's defeat, new Phantom Villains haven't been produced, just leaving the hundreds of others still hanging around that'll keep the Freedom Fighters busy for a while longer, so it's still up to Sonic and Spider-Man to save the day.

Back inside the Octo Egg, the S.S. duo have arrived at checkpoint X that has a large door painted with the red Eggman insignia sprouting four green octopus tentacles. **"This is it." **Peter confirms this is their destination.

"You're sure?" Sonic asked.

"**Spider-Sense's not lying. But just to be safe." **Spidey kindly knocks on the door that suddenly opens to a pitch-black dark room.

"_Uh_…Power's out. Did we win already?" Sonic joked.

"**When has it ever been that easy-?" **Peter quipped until the lights suddenly came back on, temporarily blinding them. When they regained their vision, however, they find themselves confronting their metal counterparts: Metal Sonic and Mecha Spider-Man.

"Metal and Mecha!" Sonic recognized his metal double, as well as finally coming face-to-face with the new and deadly Mecha Spider-Man.

"**Thanks for setting up this surprise party, you two! I've been REALLY looking forward trashing the bots who stole our looks!" **Spidey quipped. The organic S.S. Duo versus the metal S.S. Duo battle is about to begin. An epic showdown that'll determine who is the superior of the two.

* * *

**KFX Here: Another completely redone chapter with more action and more retcons. And next time, a chapter focused on Spider-Man and Sonic finally facing off against their robot duplicates. Spider-Man's Armor in this is his "Spider-Armor Mk. III" Suit from the comics, during the "Ends of the Earth" story arc.**


	12. Act 11: Double Trouble

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! Thanks to Sally, we located the docs' evil base in the Sinister Egg Zone. Everyone from the other Freedom Fighters and GUN are helping out taking on their robot army and their phantom illusions of Spider-Man's entire rouges gallery, giving my team and Spidey enough time to infiltrate the Octo Egg. It was tough, but we managed to defeat five of the Sinister Six once again, but Tails and Knuckles got separated during the fight. Looks like it's up to us, Spidey, but first let's teach our metal clones never to steal our good looks again.**

**BGM End**

* * *

_Act 11: Double Trouble_

**Earth…Inside the Baxter Building**

"I think I found him." The smartest man in the entire world and leader of the world famous Fantastic Four, Reed Richards has said. Mr. Fantastic sits in front of his high-tech computer, with Captain America, Iron Man, and the Human Torch standing next to him as he uses his genius to locate Spider-Man, who is lost somewhere in the multiverse.

"Are you sure, Reed?" Steve asked the stretchy genius.

"I'm quite sure, Captain, and it wasn't that difficult. Johnny gave me one of Spider-Man's Spider-Tracers that I can scan with my trans-dimensional tracker. It allows me to pinpoint the signal of it's creator anywhere across dimensions. You could say it's like a dog tracking one's scent throughout the multiverse." Richards explained to the best of his abilities to someone who is not as incredibly genius like Captain America.

"I knew it was a good idea to keep it after he used it to cheat when playing city-wide hide 'n seek." Johnny joked, smiling.

After some more keyboard pressing with his stretchy arms, Reed puts up an image of the planet and universe Spider-Man is stuck on, "He's here, in Earth-1991, at a planet called Mobius."

"Mobius? Add in a 'r' and you'll mistake it for that vampire guy Spidey fights a lot's home." Johnny joked, referring to Morbius the Living Vampire.

"**Boot up whatever dimensional transporter you have, Reed, and let's bring our kid arachnid back home." **Tony requested.

"It's not that simple, Tony. There seem to be a high-level cosmic interference specifically created for us to block any and all interdimensional travel to that specific universe." Richards explained after what he just scanned about that universe.

"**Then that also confirms our other suspicion that Doc Ock is there and has something big in mind with the ISO-8 that he doesn't want us around yet." **Stark replied.

"This doesn't look like it's coming from the ISO-8, not anymore. It evolved into readings that are 'off-the charts'. An energy source that could threaten both this universe and that other universe," Richards replies while he does he uses that stretchy big brain of his to break through the cosmic barrier between the two dimensions, "I'll keep doing what I can to break through the cosmic wall as fast as I could, because whatever the source of that power is, Spider-Man is standing right next to it."

* * *

**Mobius…Onboard the Octo Egg **

**BGM-Sonic Mania OST-Vs. Metal Sonic**

At checkpoint X that is the Antechamber, an intense battle between rivals has already commenced: Sonic the Hedgehog and the Amazing Spider-Man versus Metal Sonic and the Superior Mecha Spider-Man. The two spider rivals are battling each other rapid-fire web bullets the other can perfectly avoid thanks to their own Spider-Sense. Meanwhile, the two hedgehog rivals are speeding around the walls of the chamber to try and one up each other. Metal Sonic tries to slash his organic rival but he was too slow as Sonic briefly clashed with him and jumped to the air with a teasing smile.

"Give it up, man! I've beaten you in every race, every fight, and even that time you turned into that stupid dragon thing! You can't-AUGH!" It was then Sonic got his by a right hook to the ceiling by his copy. Sonic quickly recovers and lands on the opposite side of the room where Metal stands, and the two charge at each other at incredible high speeds. "Hehe. Cheap shot by a cheap knockoff!" Sonic grinned.

While Sonic and Metal's clash resulted in a booming explosion, the battle between spiders is just as intense. Mecha Spider-Man stands on top of a metal crate to fire an onslaught of cosmic energy blasts at his organic self. **"I gotta say, you look just like me, except you're more 'angry back alley' than 'friendly neighborhood'!" **Spidey joked, hiding by another metal crate to avoid his copy's attacks.

Peter decided it was time to leap high to his side and launch more web shots to see if they have any effect on his copy. Mecha cleaves them with his claws and darts at high speed towards his enemy. **"Nope. Sorry. Did you wash your hands, young man?" **Spidey joked, using his trust spider-sense to avoid Mecha's incoming claw swipe. He quickly grabs his copy with his webbing and throws him to the wall, but Mecha was able to attach himself to it almost instantly and darts back at Peter again, this time surrounding himself in energy in a drill-like fashion. **"Hey! I can't do that-GAH!" **Peter was tackled by the drilling spider robot and accidently hits Sonic during his fight with his copy.

"Spidey! You okay?" Sonic asked him.

"**I'm fine. Armor's a bit damaged though. Not a big deal." **Spidey replied, standing back up next to Sonic as they confront their evil doubles. **"With these two having all our moves and powered up by the Cube, we might not ever reach the doctors in time." **He said.

"Right, so we'll fall back on the ol' 'mix and match' plan." Sonic said, having a plan in mind.

"**And what plan would that be?" **Peter asked, confused what's talking about.

"Metal Sonic is 'evil robot me' and Mecha Spider-Man is 'evil robot you', right? They're built to beat us at our own game. But they aren't built to beat anyone else. So we swap dance partners and finish this quick!" Sonic proposed his plan of attack to Peter.

"**Oooo. I like it!" **Spidey smiled.

"Knew you would—It works every time! LET'S GO!" Sonic dashes towards Mecha Spider-Man this time while Spidey has his hands tangling with Metal Sonic. Sonic boosts towards Mecha, thinking his speed will overcome Mecha's reflexes and Digital Spider-Sense. "_Hey _there, metalweb! Get ready to be squashed into nuts 'n bolts!" Sonic taunted. He throws a speedy jumping kick that surprisingly missed because of Mecha's Spider-Sense telling him to duck, "That's not right!" Unlike the original who likes to joke around a lot and almost never takes things seriously, Mecha stays silent and takes his battles very seriously, allowing him to be in-tuned with his Spider-Sense to make himself untouchable. "Let's try that again!" Sonic goes for a few more blitzing moves but Mecha keeps dodging them with ease, "Can you stop doing that?!" Mecha predicts Sonic's next position and brutally kicks him in the chest. He web ties him up and slams him three times before finally punching him through a few metal crates, standing with a cold, menacing pose that would frighten anyone.

Since Sonic didn't do so well against Mecha, it's safe to assume the same thing will happen with Spider-Man against Metal. **"Hey robohog, could you slow it down?! I'm **_**trying **_**to hit you!" **Spidey joked, having a hard time trying to attack the lightning-fast super badnik. _'Let me try my armor's lenses to predict his next location. Maybe that'll work.' _Peter presses a button on the side of his helmet, turning his lenses blue. He stretches his arm out and made his signature hand gesture, shooting a strand of webbing in Metal's general direction to trip him, _'Gotcha.' _That plan immediately fails once Metal activated his V. Maximum Overdrive Attack to cleave the webbing apart, **"Oh come ON," **he shouts before Metal grabbed his face and threw him to a retreating Sonic while the robot hedgehog made a pose with his claws.

"'**Works every time', **_**huh**_**?" **Spidey said sarcastically that Sonic's plan didn't work at all.

"What are you? The master of sarcastic quips too," Sonic quips, "New plan: We team up then you blitz one of them, and open up with whatever amazing abilities you and that armor has. I say we attack Metal Sonic, since he's got the speed." He proposed, wanting to go after Metal Sonic first.

"**No, no, no—Mecha Spider-Man has the speed, strength, webs, AND the Spider-Sense." **Spidey retorted, wanting to go after Mecha Spider-Man first.

'_Oh_, come on…" Sonic whined.

**BGM End**

To end this argument, the duo plays a few quick rounds of rock-paper-and scissors. They had a tie with rock. They had another tie with paper. But the third round belonged to Spider-Man, who won with scissors against Sonic's paper.

**BGM-NIGHTS: Journey of Dreams OST-** **NIGHTS and Reala - Theme of A Tragedic Revenge**

'_Aw_, nertz. Fine. Cover me!" Sonic instructed. Spidey fires a barrage of web bullets to distract Mecha while Sonic bounces around the room before aiming himself towards the metal spider, who is ready to shoot him down.

"**Was saving these for Ock, but no time like the present!" **Spidey fires his new Magnetic Webbing as a giant impact ball at Mecha while he's distracted. Though Mecha was quickly able to cleave it after smacking Sonic away thanks to his Digital Spider-Sense, some of it was still left on his body, enough to attract a metal crate to hit him from the side. With him stunned for a split second, that gave Sonic the chance to attack. As the hedgehog spins around Mecha's feet, Spidey zips in and unleashes his Crawler Assault enhanced with electric punches before flip-kicking him straight to the air.

"Here comes the Sonic who stomped the spider out!" Sonic joked, jumping above Mecha for a brutal spin stomp. Still, that wasn't enough to keep Mecha down as he was able to smack Sonic away with a slap before he got kneed by Peter.

'_If this robot is anything like the one Kang used against the Avengers, then the main control stud should be right around…' _Peter flips behind Mecha and locates the stud on the robot's neck, _'Here!' _And with a push of a button, Mecha Spider-Man collapsed as all his circuits deactivate. And for good measure, Spidey slams a powerful fist on his back to weaken his body in case he somehow reactivates himself.

"**Mecha is down!" **Spidey said.

"Keep up the pressure!" Sonic instructed as they turn their attention to Metal Sonic.

Spidey unleashes another barrage of Magnetic web bullets, forcing Metal to block them until he got smacked in the back by a spinning Sonic followed by a large crate Spidey web-slams on top of him. "This is your stop!" Sonic joked.

Unfortunately, Metal survived thanks to his Burst Shield then tackles Spider-Man again with his Maximum Overdrive Attack. **"Not this time!" **Spidey encases his left fist with magnetic webbing and punches Metal through the chest out of his energy tackle, allowing Sonic to defeat him with a good ol' spin attack.

**BGM End**

**BGM-Ultimate Spider-Man Game OST-Venom Cinematic**

"I think Metal Sonic's down for the count." Sonic said tiredly, looking at Metal Sonic who has sustained enough damage to keep him from even kneeling.

"**Mecha is still down, but I can tell it's trying to turn itself back on. Man, it's more stubborn than Kaine," **Spidey said, looking at Mecha's eyes flickering repeatedly. To keep both him and Metal down, Spidey sprays them with some magnetic webbing to keep their systems weakened,** "I'll spray them with Magnetic Webbing to make sure they stay down."**

"HRGH!" Sonic says as he stretches his aching back after all that fighting with no rest. "I don't suppose you've got some rings stashed in your shooter?"

"**Only if you have a first-aid kit hidden in your sneaker." **Spidey quipped.

"No such luck. C'mon, we've still got doctors to beat…" Sonic says, giving his spider bro a fist-bump.

"**And worlds to save. Let's go." **Spidey finished.

Suddenly, Peter's Spider-Sense blares like crazy, the likes he never sensed before. Immediately after, a large explosion happens behind them thanks to the menacingly large silhouette of what appears to be the docs' Cosmic Egg-Octobot X. Sonic and Spider-Man try to fight back but they were still fatigued from the fight with their rivals. And so, the heroic duo was quickly beaten and knocked unconscious by a large cosmic blast, knocking out the six Chaos Emeralds to the open for the mech to retrieve as well as the heroes.

**BGM End**

* * *

**A short time later…At the heart of the Octo Egg**

**BGM-Sonic Rush OST-Anxiety**

"…_Ugh_…" Sonic groaned, beginning to wake up after being ambushed.

"**My head…Where are…?" **Spidey also begins to wake up and wonders where they are.

The heroes awakened to find themselves imprisoned in containment pods and binded with energy rings in a large circular room where in front of them is the Cosmic Egg-Octobot X that attacked them, revealing its open core of the seven Chaos Emeralds and the Cosmic Cube. They look up to see Ock and Eggman descending in front of them on the Egg-Octo Mobile.

"Ahh. It would seem Sonic and Spider-Man are awake!" Ock noticed

"Did you kids enjoy your little nap? Hahahahaha!" Eggman taunted.

"**So instead of finishing us off, you kept us alive to gloat!" **Spidey joked.

"There's no fun in JUST crushing your body! We want to crush your SPIRIT and everything you stand for before you die!" Ock grinned.

"**Haha, corny." **

Sonic looks around and spots the collected Chaos Emeralds and the Cosmic Cube in the core of the docs' mech, "Guess you guys took our Chaos Emeralds while we were out. And is that the Cosmic Cube everyone been talkin' about?"

"We call it the 'Tesseract'! A powerful weapon that has equal, limitless power to the Chaos Emeralds that gives us access to reality and open portals to countless dimensions!" Eggman replied.

"Did you steal that name from a movie?" Sonic joked.

"Now that we have both the Chaos Emeralds and the Cube, we can finally begin charging up for the final phase of our master plan!" Ock smiled, ignoring the hedgehog's unfunny joke.

"If the Cube has power equal to the Chaos Emeralds, why waste time collecting them?" Sonic asked.

"**Was it just to buy you guys some time until you could complete it?" **Peter asked.

"Yes and no. We did needed enough time until we could harness enough ISO-8 to complete the Cube, but we knew the emeralds could still get in our way, so we sent the Sinister Six to collect them." Ock explained.

"If they have failed, which they did, we knew you were still gonna bring the emeralds to us, making it easy to take them from you." Eggman added.

**BGM End**

"**That still doesn't explain why you haven't used the Cube yet. You don't need the emeralds to reshape the entire universe." **Spidey asked another good question.

Otto grins creepy one as he begins to explain, "Just ONE universe? My dear boy. It's not just both our universes that needs a little 'redecorating'."

**BGM-Sonic the Hedgehog (2006) OST-The Resurrection of Solaris**

"With the Emeralds and the Cube, we can reshape _everything_. Rebuild all creation to the tiniest details!" Eggman continued.

"We won't simply be correcting our worlds…" Otto started.

"We'll be GODS!" Eggman continued.

"And when we erase YOU TWO from all reality, THERE WILL BE NO ONE LEFT TO STOP US!" Both mad doctors proclaimed simultaneously, a proclamation that horrifies the red and blue heroes.

**BGM End**

**BGM-Sonic Rush Adventure OST-The Power**

"MWAHAHAHA! AHAHAHAHAHAHAHA!" Ock laughed insanely.

"OHOHOHOHOHO! OOOHOHOHOHOHOHOHO!" Eggman cackled maniacally.

"You're beaten!" Ock taunted.

"You're broken!" Eggman believed.

"Ultimate power from both our universes is now ours! WE'VE WON!" The evil genius proclaimed towards the trapped heroes.

"To be fair, you DID get past every one of our defenses and defeated our Sinister Six…" Eggman noted.

"Like that was a surprise? Still, in the end, we came out on top." Otto remarked.

"And there will be no last-minute rescues for this this time!" Eggman said.

"Mysterio may be down, but there are still plenty of his Phantom Villains and robots to keep your friends QUITE busy until it is too late! We're even using the Tesseract to block all interdimensional travel from this universe to the next, so don't expect the Avengers to show up once they've figured out where've you been!" Ock remarked.

* * *

**Outside the Octo Egg**

Shadow defeats a few more phantoms of Green Goblin, Venom, and the Lizard. He looks around the warzone there are still plenty of phantom villains keeping his team, the Freedom Fighters, and GUN busy. And if they weren't enough, Badniks and Octobots have been deployed to assist the phantoms to destroy them.

'_This isn't good. I can tell Mysterio has been defeated since there haven't been new phantoms lately, but what's taking Sonic and Spider-Man so long? This should've been over by now…Something's gone wrong.' _Shadow thought.

Then, without warning, a mysterious elderly voice begins to talk to Shadow telepathically, the same voice that has assisted Spider-Man ever since the start of his adventure, _'Grab one of the ISO-8 from a robot to assist them, and do it quickly.'_

"Who said that?!" Shadow asked but he could tell the voice was long gone. "I don't know who that was, but it definitely sounds like those two are in trouble. Just need to grab one of those ISO-8." The ultimate hedgehog teleports to an Egg Pawn, and with a single piercing punch, destroys it and grabs the rainbow-colored ISO-8 crystal from its core. "Let's see what this baby can do." He said and begins to absorb its power, charging himself up to unleash one of his more destructive attacks. "Chaos Blast!" He unleashed a humongous explosion of his chaos energy and the ISO-energy from the ISO-8, eradicating a majority of the remaining Phantom Villains and the robots in the vicinity, finally giving the heroes some breathing room.

"Whew. We can finally breath. Great job, Shadow!" Sally complimented him.

"I have to go! Sonic and Spider-Man are in trouble!" Shadow said before using the ISO-8 to activate Chaos Control to get himself inside the Octo Egg.

* * *

**BGM End**

**Back onboard the Octo Egg…**

"**Rising up to a cosmic-level threat? Never seen you THIS ambitious, Ock." **Spider-Man said to Ock, honestly not expecting his arch-nemesis to ever reach these heights of villainy in his entire life.

"Believe me, I've been _dreaming _for this day to come for YEARS, but nothing ever went my way, mostly because of you," Otto replied, "But ever since the Pulse, everything's changed. The ISO-8. I may not know what caused their existence in the first place, and I don't care. They were the key to FINALLY fulfill my dream to proving to everyone who is their absolute superior!"

"Why do I get the feeling you tried this stunt before, Eggman?" Sonic said, having vague memories he once teamed up with a 'super fighting robot' from an alternate dimension to stop Eggman and that robot's mad scientist from reshaping reality. The blue hedgehog struggles to break free from his imprisonment as he continues talking, "Spidey told me the Cosmic Cube is too DIFFICULT to control and shouldn't be used by jerks like you! Using it with the Chaos Emeralds, that could BREAK our reality!"

"Oh, we are aware of the dangers of combining our respective world's most powerful artifacts, but we merely want to harness that power. The ULTIMATE power! Once we have reached optimal capacity, we'll just reshape everything in one fell swoop without the slowly risking the dangers of 'breaking' reality! Then I'll be free to create Eggmanland in a universe where I rule!" Eggman grinned.

"Now do you understand our pure genius? Hahahaha!" Ock laughed.

"**Your 'genius' could get us all killed!" **Peter scowled.

"That's mad scientists in a nutshell, buddy." Sonic replied with an unsurprised look. "C'mon, Webs! Can't you use your webs or your sticky powers to bust us out?" He asked his fellow prisoner.

"**No. The rings have me locked down. Can't you just smash us both out?" **Spidey asked him.

"Kinda need some momentum for that, buddy." Sonic replied, saying he has no way to bust them out.

"**Then what are gonna do?" **Spidey asked.

**BGM-Sonic Rush OST-Blaze Pinch!**

"I suppose we can just finish you off before you some miracle saves you, because we're kinda tired of that always happening!" Ock smiled. With a press of a button, he commands the Cosmic Egg-Octobot X to use the power of the Chaos Emeralds and the Cosmic Cube to charge up a powerful blast from the core that will most surely kill the two heroes. The beam fires at them at near light speed and comes in contact with the surprised heroes as they are seemingly erased from existence, gone without a trace.

"MWAHAHA! AHAHAHAHAHA! YEEES! Sonic and his friend are finally dead! They are out of our way FOREVER!" Eggman cheered.

"We have to move now! It would seem the other heroes and GUN have just finished with our army down below! Activate the wormhole and set a course for New York City!" Otto commanded.

"You got it! We can spend a little time playing around with the heroes of Earth until our 'cosmic reshape blast' is fully charged!" Eggman gleefully smiled.

The evil geniuses enter their ultimate mech powered by the Chaos Emeralds and the Tesseract. With power to control both universes, they open a gigantic blue wormhole in the sky above the Sinister Egg Zone for all to see. A portal that connects Mobius to Earth, one that leads to New York City. The Octo Egg takes flight towards the vortex to give a glimpse of Earth of their final doom.

**BGM End**

* * *

**Earth, Baxter Building**

"I did it! I broke through the dimensional barrier that'll take us to Mobius!" Reed informed Johnny, Iron Man, and Captain America that he now has access to teleport themselves to Mobius to save Spider-Man and stop Doc Ock. But it would seem there might be no need for that. Because all of a sudden, the building's alarms start to blare like red crazy after picking up a tremendous energy signature that could danger the planet.

"**What's happening?!" **Tony asked.

"A cosmic-level threat has appeared, but where-?" Reed wondered.

"Uh, smart dudes…" Johnny points the two geniuses and the captain out the window to a gigantic blue wormhole that has opened up above New York City. "We might have to put that dimension traveling on hold, because it looks like that other universe is invading ours." He said as calmly and jokingly as possible as the heroes of Earth spot the gigantically menacing Cosmic Egg-Octobot X and the Octo Egg descending from the portal to begin their takeover of both universes.

* * *

**KFX Here: If some parts of this story reminds you of the Sonic/Megaman Worlds Collide comic, I have definitely take some inspiration from it.**


	13. Act 12: Two Worlds Assemble (Part 1)

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Spider-Man's Theme**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! Metal Sonic and Mecha Spider-Man were definitely no joke. Me and Sonic had to go all-out beat them. But just after we beat them, the docs ambushed us and took the Chaos Emeralds we had while we're locked up. Now they have all the Chaos Emeralds and the Cosmic Cube! That's more than enough power to completely reshape our two universes! We have to stop them before they wreck New York, assuming we survived the cosmic blast that most surely killed us.**

**BGM End**

* * *

_Act 12: Two Worlds Assemble (Part 1)-The Worst of the Worst_

**Earth, New York City**

"How're you feeling, Mrs. Parker?" Mary Jane asked. The passionate redhead is spending a day with Peter's aunt through the peaceful but busy sidewalks of Manhattan to try and comfort her through these dark times of her missing nephew, but strangely May doesn't seem that worried anymore.

"I'm feeling fine, MJ. Really, I am." May replied, with no hint of lying at all.

"Huh? Are you sure you're still not worried about Peter? It's now been three days since he gone missing." MJ replied, a bit confused and a little surprised.

"It's hard to explain, but I've been told he's alright and he's in good hands." May smiled, remembering her brief telepathic conversation with the mysterious voice.

"Who told you?" MJ asked.

"Like I said, it's hard to explain. It was some woman I never heard before talking inside my head. Said he's hanging out with some 'animal people' to stop some crisis, but you might think I'm saying nonsense." May chuckled, which kinda got MJ worried that she figured out her nephew's secret identity.

'_Uh oh. Did May figured out Peter is Spider-Man? And did she say Peter's hanging out with 'animal people'?' _MJ questioned with a weird, confused look on her cute face.

**BGM-Sonic the Hedgehog (2006) OST-The Resurrection of Solaris**

Then without warning, the sky turned dark, instantly worrying the people of New York that something's going on. "I didn't know it was getting late." May remarked, looking to the dark swirling sky.

"It's still early afternoon. Something's wrong." MJ said, getting a feeling this ominous dark sky is only the beginning of what's to come.

From the dark sky, a giant blue wormhole is seen opening above Manhattan, cackling thunder and producing cosmic lightning to scare the civilians of the city. Descending down from the vortex is a giant spherical battle station with a weird octopus emblem sprouting metal tentacles from its bottom. That is called the Octo Egg, hovering over the Hudson River. And along with that deadly flying fortress is a gigantic scary-looking battle mech that looks like a black and yellow alien-looking Octobot with humanoid legs. That is called the Cosmic Egg-Octobot X. A fusion of the Death Egg Robot and a giant-sized Octobot, powered by some of the most powerful items of the two universes: The Chaos Emeralds and the Cosmic Cube.

The small dome-shaped head of the Egg-Octobot opens up to show its beaming red eye and a creepy metal mouth that for some reason roars, possibly to increase the menacing factor, **"RRRAAAAAAAAGH," **and it worked, as the civilians of New York run for their lives as the giant cosmic mech hovers above Manhattan.

"What IS that thing?!" May asked, worried and scared.

"It's a robot, and it looks VERY familiar." MJ glared, able to tell that mech resembles an Octobot in some way. And if that wasn't enough to hint that Dr. Octopus is behind all this, a giant holographic screen is projected from the Egg-Octobot to show the faces of both him and his interdimensional partner, Dr. Eggman, to talk to the entire world.

"Doctor Octopus!" MJ exclaimed.

'_So-called "leaders of the Earth"! I, Doctor Otto Octavius, and his partner, Doctor Eggman, now wield the power to match our ambitions! Surrender to our eternal servitude! Any country that resists, will CEASE to exist!' _Ock made his frightening declaration to the entire world. And to get them to take him seriously, he commands the Octo Egg to launch a swarm of Badniks and Octobots to attack Manhattan, destroying everything in sight.

"May, we need to get to a safe place! Hurry!" MJ grabs May's arm as they rush to safety from all the chaos. _'Starting to get the feeling Peter's disappearance is related to whatever Ock is doing! Where are you, Peter?!' _She thought to herself as she keeps on running.

**BGM End**

**BGM-Sonic Colors OST-** **vs. Nega-Wisp Armor - Phase 1**

The Cosmic Egg-Octobot X begins its mindless destruction on the city, wrecking everything with its lasers and tentacles to purposely scare the public. **"OHOHOHOHO! Yes! Run while you can, little vermin!" **Eggman laughed, overjoyed with all the destruction he and Ock are causing. Their sensors pick up some minor trouble approaching them in the form of multiple SHIELD fighter jets unleashing their puny weapons on this invincible behemoth of a machine. **"Ah! So this must be SHIELD!" **Eggman mocking grinned.

"**Do these fools not realize the POWER we possess?! Their weapons are useless!" **Ock mocked. Their cosmic machine fires multiple cosmic-powered homing missiles that quickly do in the fighter jets. Finally, SHIELD's mobile base, the Helicarrier shows up. But instead of attacking the doctors' mech, it goes into war against the Octo Egg and its arsenal of weapons. **"Attacking the Octo Egg, eh? Foolish, Nicholas Fury! It doesn't matter if you fight us or our fortress! Your precious Helicarrier will soon be blasted out of the sky, into pieces!"**

"RRRAAAAAAGH!" A familiar, angry roar can be heard shouting at the Egg-Octobot.

"**Huh?" **The docs remarked before they felt a loud smash hit their mech, slightly skidding it backwards.

"**And there they are. Earth's mightiest heroes!" **Ock grinned creepily.

The one who landed the first attack against their new enemy was the Hulk. He roars at the colossal mech some more as the rest of the Avengers assemble with him such as: Iron Man, Captain America, Thor, Wasp, Yellowjacket, Hawkeye, Black Widow, Scarlet Witch, Quicksilver, Vision, Black Panther, and Captain Marvel.

"**Ah, so these are Earth's defenders. I'm not impress." **Eggman mocked.

'_Cap, this is Fury,' _Nick Fury starts speaking to Captain America through their ear comm, _'We've engaged with the doctors' flying fortress. We'll leave you to deal with their walking death machine.'_

"On it, Fury." Cap replied, hanging up the call. "Avengers! The Fantastic Four and the X-Men are helping civilians to safety, that leaves us to stop that robot!" He told his fellow Avengers.

"**Easier said than done, Captain!" **Ock started speaking with the Avengers personally from his mech.

"**We were wondering where you were, Ock! We would've visited you in your new friend's dimension, but it looks like you wanted to give him a tour of our world first!" **Iron Man joked.

"**So you're Tony Stark, a supposed 'super-genius'." **Eggman started mocking the billionaire superhero.

"**I'm also a billionaire, playboy, and a philanthropist! But that's enough joking around. Where is Spider-Man?" **Tony demanded.

"**In the afterlife, along with his blue rodent friend, and that's where all of you will be joining!" **Ock grinned.

"What?!" Cap remarked in shock that Spider-Man is presumably dead.

"**Sorry, but I don't buy that!" **Iron Man fires a repulsor blast at the cosmic mech but it proved useless. Using one of its large tentacles, the cosmic bot strikes at the armored superhero and hurled him to the ground next to Cap and the other Avengers.

"Tony, you okay?!" Steve asked.

"**Ugh…I'm fine, Cap." **Stark said, groaning as he stands back up his feet. **"The energy readings I'm getting from that thing is off the charts!" **He said, commenting on the immense power the Egg-Octobot has.

"You guys don't think Spider-Man's really gone, do you?" Wasp asked the two leaders, worried if New York's hero is truly gone.

"No. Not for a second. I know Spider-Man, and he's not one to give up so easily. Right now, we need to focus tearing that thing apart!" Cap replied, whole-heartedly believing Spider-Man is still alive.

"Just say the word so we can get started." Captain Marvel smiled, smashing her fists together, ready for some action.

"AVENGERS ASSEMBLE!" Captain America shouted, raising his shield high as a beacon of hope to the city, standing tall with his Avengers.

"**Fools! You are all POWERLESS against our most devastating instrument of destruction!" **Otto proclaimed arrogantly.

"**No matter how many of you there are, we will still come out on top! No one can help you now! NO ONE!" **Eggman cackled as they enter a ferocious, intense battle against the Avengers, a battle they cannot win, not without back-up of their own from another world.

**BGM End**

* * *

**Back on Mobius…At the Sinister Egg Zone**

**BGM-Sonic Rush OST-The Last Zone**

The wormhole that connects Mobius to Earth can be clearly seen above the Sinister Egg Zone. It's ominous lightning sparks worry the Freedom Fighters and two members of Team Dark who stand below it. They all watch through the wormhole to see Earth's Avengers putting up a good fight against the doctors' mech while New York City is being trashed by their robot army on the other side.

"Look. Spidey's world is in trouble." Bunnie noticed.

"Things are starting to look depressing. We need to hurry and help out." Knuckles commented about their dire situation.

"Not without Sonic and Spider-Man. Shadow went in to retrieve them but he hasn't come back yet. What's taking him so long?" Sally wondered, worried that something really bad happened to them.

**BGM End**

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

A bright flash of light suddenly appears in the center of the group that forces them to cover their eyes. Once the light diminished, everyone looks to see Shadow has returned, along with the capsules that hold Sonic and Spider-Man, both who managed to avoid their end by the doctors if Shadow didn't teleport them out at the last second.

"Guys, you're okay!" Tails cheered happily as Shadow presses the button to release the two from their imprisonment.

"**Somehow. Talk about cutting it close." **Spidey quipped.

"A second late and we would've been wiped out for sure. Thanks for the save, Shadow, but how do you have enough juice to teleport inside the base? I thought Chaos Control without an emerald leaves you limited." Sonic asked his dark rival, questioning how despite his limited-use of Chaos Control, Shadow was somehow able to teleport long distances that was enough to save them.

To start answering, he shows the two heroes the multi-colored ISO-8 crystal he took from a robot earlier, "Used this to enhance my powers. Gotta say, it wasn't half bad. You should thank the weird voice who told me you were in trouble."

"Weird voice?" Amy questioned with a confused face.

"**You heard her too?" **Peter asked Shadow, familiar with who he's talking about.

"You know this voice?" Shadow asked the wall-crawler.

"**Not really, but there's no time to talk about that. We got more important matters to deal with. The docs have all the Chaos Emeralds and the Cosmic Cube to reshape both our universes. To reshape all reality! We got to stop them before they finish charging up or we're toast!" **Peter informed his mobians friends of the extremely dire dangers they're in right now.

"We saw them open a portal and have already invaded your world." Sally pointed the S.S. duo to the wormhole in the sky that connects to Earth.

"**Oh no. They're attacking New York! We have to hurry and help the Avengers!" **Peter said, wanting to hurry and save his city.

**BGM End**

**BGM-Sonic Adventure 2 OST-SA2 (Ver. C)**

Sonic immediately takes charge of what they should do, "Sally! Tell the GUN Commander to clean up things here! Rotor and Nicole! Get the Sky Patrol ready! We're all going onboard and heading to New York! Tails! We're getting a head start on the Tornado!"

Tails nodded, "On it!"

The Freedom Fighters and Team Dark rush into the Sky Patrol as Rotor and Nicole quickly gets the thing airborne. Meanwhile, Tails is already on the pilot seat of the Tornado and begins turning it on, with Sonic and Spider-Man hopping on the wings.

"We're moving out! Here we go!" Sonic grinned.

"**You're in for a surprise, docs! We're coming back to END THIS!" **Spidey declared as the Tornado takes off to the sky, then later the Sky Patrol. The heroes of Mobius accompany Spider-Man as they enter the wormhole that'll take them to Earth.

**BGM End**

* * *

**Earth, New York City**

**BGM-Sonic X OST-Battle**

Back on Earth, the Avengers are holding their own against the unlimited power the Egg-Octobot X wields in its possession, but for how long one wonders, because they are dealing with a mech powered by a Cosmic Cube and Chaos Emeralds they know nothing about.

"Pour it on, Avengers! Don't let up!" Captain America throws his mighty shield at the mech, only for it do nothing but bounce back to his hand as he snarls in annoyance.

From the ground, Hawkeye, Black Widow, Quicksilver, and Black Panther attack the legs of the mech, hoping to damage it, but even the likes of Panther's vibranium claws can scratch it. From the air, Iron Man works together with Wasp and Scarlet Witch circling around and blasting it with all they got but it only proved to annoy the doctors as they smack the bothersome heroes with a tentacle.

"HULK SMASH STUPID GIANT ROBOT!" Hulk makes one roaring big leap for a humongous smash that would've done some damage if it connected, but the mech blocked his furious attack with a palm of its cosmic-powered hand, leaving just massive shockwaves that breaks windows from their clash before Hulk was repelled to the ground. But ever the angry one, Hulk recovers and roars before throwing a few cars to see if they could do anything.

"No mere machine cannot hope to withstand the god of thunder! HAVE AT THEE!" Thor twirls his hammer, charging it up with lightning before firing it as a large beam of energy. The doctors could simply laugh as their mech completely withstood his thundering attack that left a blinding light from its explosion, absorbing his attack and redirects it back at the god twice as strong, causing him to scream.

"Man, this thing is a pain!" Carol scowled, shooting her photon blasts along with Vision's solar energy forehead beam, but even their combined efforts aren't enough to stop the mech from destroying more buildings.

"**That 'thing' is being powered by an unlimited source of cosmic energy." **Vision replied.

Yellowjacket increases to giant size to match the Egg-Octobot. He throws in a good few punches before the mech's tentacles took a mean swing on him that forces him back to normal size. "Ugh…Tony, have you finished analyzing what's powering it up?!" Hank asked his fellow genius Avenger.

"**From what it looks like…" **Tony started, trying to talk while dodging and blast the Egg-Octobot to the best of his abilities, **"It's powered by a Cosmic Cube forged from ISO-8!"**

"Aw man! Seriously?! I hate those things!" Hawkeye complained as he shoots explosive arrows that predictably do nothing.

"**We suspected Ock had his hands on some ISO-8, but we didn't think he used them to create a Cosmic Cube! What's worse! I'm also picking up 'seven' other power sources that have power equal to the Cube! Don't know what they are, but they seem to be charging something along with the Cube! Something that could affect this universe and the other universe that 'Eggman' fellow came from!" **Iron Man noticed as he continues fighting the cosmic-powered machine in the sky.

Multiple news choppers are flying above the citywide battle between the Avengers and the Cosmic Egg-Octobot X. They are broadcasting this battle live for everyone in the whole world to watch in shock to see the Avengers getting beaten by the mech. At a safezone in the city, Mary Jane and Aunt May are also watching this losing battle.

'_Greetings to everyone around the world! This is Chess Roberts of WHiH World News, broadcasting live from New York of the current battle!'_ Female news reporter, Chess Roberts speaks from one of the news choppers to report the big battle between the Avengers and the doctors. _'The Avengers are putting up a tremendous fight against the giant robot piloted by Doctor Octopus and another villain called 'Doctor Eggman'! A little while ago, they came out from that wormhole in the sky along with their flying fortress! The SHIELD Helicarrier is throwing everything they have at the weird egg-octopus ship! Now I'm getting reports some of the Fantastic Four and X-Men are assisting SHIELD taking down the fortress, but the Avengers are gonna need all the help they could get against the giant robot!'_

**BGM End**

**BGM-Sonic Adventure 2 OST-Madness**

"**All of you are FOOLS! The power of universes is at our command! And still you follow these worthless 'heroes'! You should be worshipping US!" **Eggman cackled as he blasts a few of the Avengers off the streets.

During the intense battle, Cap gets another call from Fury about his current predicament against the Octo Egg, _'This flying breakfast ship is getting on my nerves! I don't suppose you guys are faring any better?'_

"Regular attacks aren't making a dent on their robot!" Cap replied, quickly reunited with Iron Man as he lands next to him. "Have a plan, Tony?" He asked the genius.

"**It's a work in progress!" **Tony quipped.

"**Why don't you fools just give up? We can easily eradicate you and this city with a portion of our power!" **Ock told the Avengers. **"The whole universe is our plaything! We are going to burn this world to the ground and rebuild it in our image! A new universe is at hand! A universe with no heroes and we come out as supreme! It shall be glorious! AHAHAHA!" **He cackled, overpowering the Avengers with more cosmic-powered attacks.

**BGM End**

The people of Earth are starting to get worried that the mighty Avengers might lose this battle as they continue watching the live broadcast as it's being reported by Roberts. _'The battle is increasing in intensity. Wait! What is that coming from the wormhole?' _The camera is being shifted up to the wormhole and spots two unfamiliar flying vehicles coming out of it. Everyone's eyes are now on these 'alien' aircrafts, one that looks like a red biplane and the other a giant ship that looks like a spring with wings. _'There appears to be someone standing on the wings of the plane. Two people, in fact! One of them looks like…' _The camera zooms in to get a better shot of the surprising return of everyone's favorite web-slinging hero all armored up, one Mary Jane happily recognizes in an instant.

**BGM-Sonic X OST-Sonic's Solution**

"Spider-Man!" She exclaimed, which got the attention of some of the people around her that Spider-Man has returned to New York.

"Spider-Man? He's back?!"

"Maybe he's behind this?"

"Where the heck has he been?!" Are what some of the people are saying.

Roberts continue her broadcast on the surprising back-up led by Spider-Man, _'One of the people on the plane looks to be Spider-Man, who hasn't been seen in New York for the past few days! But there's someone else with him. It's blue. It's a blue…' _The camera zooms in closer to get a group shot of Spider-Man and his new hedgehog friend, Sonic, both standing proudly and confidently on the wing of the Tornado, _'Hedgehog?'_

May gasps, recognizing Sonic after her brief encounter with the Mysterious Voice, "That's the one! The one I saw!"

"Who is he?" MJ asked her.

There are some who do recognize the blue hedgehog, and those are Doctor Eggman and Doctor Octopus. The battle between the Avengers and the Cosmic Egg-Octobot X is put on hold as everyone is stunned to see the surprise return of Spider-Man and his new friends, the Freedom Fighters, entering this dimension.

"**SONIC?!" **Eggman exclaimed in sheer surprise to see his arch-enemy alive.

"**SPIDER-MAN?!" **Ock shouted in absolute shock to see his arch-enemy still kicking.

"**YOU'RE STILL ALIVE?!" **The docs shouted.

"Sonic…" MJ repeated slowly that's the guy Peter's been hanging out these past few days.

"**What can we say? We die hard." **Spidey quipped.

"Ready for round two, docs, because we've come back to play and win!" Sonic smirked.

"Did that hedgehog just talk?" Hawkeye joked.

"And that's weird _how_?" Black Widow quipped, since compared to everything else they've dealt with as Avengers, a blue talking hedgehog is the least weird thing they seen.

Sonic points his finger straight at the Cosmic Egg-Octobot X and shouts, "FREEDOM FIGHTERS ASSEMBLE!"

The Tornado and the Sky Patrol launch their respective weapons at the docs' colossal mech, packing enough weapons and firepower to irritate them after they were already pissed off to see their enemies still alive. **"Why you little-?!" **Eggman was going to retaliate but the combined might from Hulk, Thor, and Captain Marvel was enough to disorient his mech and actually get it to fall for once.

**BGM End**

With the doctors down for a few moments, the mobian heroes and Spider-Man are able to make a safe landing right next to where the Avengers are standing. Sonic, Tails, and Spider-Man hop out the Tornado while the other Freedom Fighters and Team Dark walk out of the Sky Patrol.

"**Hiya, guys. Sorry I was gone for so long. Was having too much fun in the Looney Tunes dimension." **Spidey joked as he approaches the Avengers with his new friends.

Steve smiles, happy to see Spider-Man is back home, safe and sound, "Glad to see you're okay, Spider-Man. Got us worried there for a second there. Reed tracked your energy signature in that other universe. Must've been rough."

"**Not really. I had these guys to keep me company." **Spidey pointed to the mobians.

"The heroes of 'Mobius', I believe that's the name of your world?" Steve asked Sonic.

Sonic nods while giving a thumbs up, "Yup. The name's Sonic. Sonic the Hedgehog! And these are my pals, the Freedom Fighters." He pointed to the rest of the mobians, some who are smiling and waving at the Avengers while others, specifically Shadow and Omega, simply stand there with their arms crossed.

**BGM-Sonic Heroes OST-All Heroes Gather**

Sally walks up next to Sonic, "We came through the wormhole to help you defeat the doctors. Their mech is powered by the Chaos Emeralds and the Cosmic Cube, which are the reason why it's so strong."

"**Chaos Emeralds?" **Iron Man questioned.

"Seven gems of ultimate power. That kinda stuff." Sonic quipped.

"**Sounds like the Infinity Stones. Those must be the seven other power sources I detected from inside their mech. They're using them combined with the Cube to build up enough energy for a total cosmic makeover that'll completely change our universes, and it won't be long until they've gathered the necessary energy." **Iron Maninformed the two teams of two different universes, watching to see the Cosmic Egg-Octobot X slowly getting back up.

"We have to act fast and stop them!" Tails said.

"How? None of our attacks are working!" Wasp asked.

"I can continue smashing it some more." Hulk casually suggested.

"I like that plan." Knuckles agreed with the green smasher.

"**I have one," **Spidey say, having all eyes on him, **"We simply need to remove the emeralds and the Cube. While most of us distract them, someone has to infiltrate the core where they're stored. Take out either the emeralds or the Cube, and they'll lose half of their strength, just enough to fight back properly."**

"I recommend grabbing the emeralds." Sonic suggested.

"Why?" Hawkeye asked him.

"Trust me." Sonic smirked, already having a plan in mind involving the emeralds.

"**Dr. Pym, do you still have your Pym Particle Gun with you?" **Peter asked Yellowjacket.

The shrinking scientist hero whips out his special shrinking gun, "Never leave home without it. This will help break through their armor and enter safely to grab the emeralds."

"Rotor and Nicole will pilot the Sky Patrol to assist on the attack against the Octo Egg." Sally suggested another part of their plan.

"Octo Egg? Seriously? That's what they call their 'battleship of doom'?" Hawkeye joked.

"The time for jokes is over, Hawkeye. We have work to be done." Black Panther calmly shut him up.

"Yeah, yeah. Two universes in danger. I know." Barton continued with the joking.

"Does everyone understand the plan? Avengers?" Captain America turns to his fellow Avengers, who all reply with an understanding nod. "Freedom Fighters?" He then turns to his new allies, who also nod in response, or in Sonic's case gives a thumbs up. "Spider-Man?" He lastly turned to hero of New York.

"**I kinda was the one who suggested it in the first place." **Peter joked, but understood the plan regardless.

Sonic walks up next to Spider-Man as they stand between a line of heroes from two different worlds: The Avengers of Earth and the Freedom Fighters of Mobius. United together as one force against the overwhelming odds that is the Cosmic Egg-Octobot X and its creators, Dr. Eggman and Dr. Octopus.

"**Shall we get started?" **Spidey rotated his right arm to get that excited blood pumping.

"All right! Time to show 'em what we all got! Heroes from two different worlds…It's time to unite and show them our combined power!" Sonic gave his little speech as everyone in this united band of heroes puts on a cool pose before the final battle that'll decide the fate of their two worlds.

**BGM End**

* * *

**KFX Here: We're nearing the end. Two more chapters plus an epilogue that explains future stories that I hoped you all read. **

**Hamm1999: Sorry, but I'm going have to decline your spin-off ideas. When I mean by "spin-offs", I mean stories in the United Heroes Universe that don't always focus on Sonic, Spider-Man, or the other D-Avengers. Spin-off stories that focuses on the Avengers, or Team JNPR, the Freedom Fighters, etc. That's what I mean. Stories to expand this universe I made up. Like your typical Marvel Comic. **


	14. Act 13: Two Worlds Assemble (Part 2)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! The docs thought they finished us off, but thanks to Shadow, me and Spidey survived their attack, and just in a nick of time too. They opened a wormhole to Spidey's world to destroy New York City. My friends and I went in to assist the Avengers to take out the doctors before they could reshape our universes. Heroes from two different universes working together? You can't get any more awesome than this!**

**BGM End**

* * *

_Act 13: Two Worlds Assemble (Part 2)-The Best of the Best_

**Manhattan, New York City**

**BGM-Sonic Heroes OST-Egg Emperor**

Then there came a day unlike any other, where heroes from two different universes unite to stop a common threat. One that day, Earth's Mightiest Heroes, the Avengers, stand tall right next to the Freedom Fighters of Mobius along with Team Dark of GUN. Standing behind two of their very best, the Amazing Spider-Man and Sonic the Hedgehog, as they all confront the cosmic threat that is the Cosmic Egg-Octobot X, powered by the seven Chaos Emeralds and the Cosmic Cube, with enough power to reshape both their universes without limit. This epic showdown is being broadcasted live across the entire planet, as nobody wants to miss this special, one-of-a-time battle, and that includes Spider-Man's best friend, Mary Jane Watson, and his lovable aunt, May Parker, who stand somewhere in a safe place in the city as they are about to watch this amazing clash.

"**Ock! Eggy! This time we're taking you two down! Give it up!" **Spider-Man declared, still wearing his Anti-Sinister Six Armor while standing in front of the Avengers.

"That's checkmate for you, doctors!" Sonic declared, making a pose in front of the Freedom Fighters and Team Dark.

Octo scoffs arrogantly, **"Hmph! I've heard enough of this foolishness! Avengers…"**

"**Freedom Fighters…" **Eggman continued.

"**TIME TO MEET YOUR MAKERS!" **The pissed-off Mad Doctors shouted simultaneously, making the eye of their giant mech glow red as it gets into battle formation. **"We'll show you what REAL evil is!" **They said with absolute menace in their voices.

"This is it! Don't hold anything back!" Captain America ordered both teams as they head to battle.

"Partner up and show them what you got!" Sally ordered, teaming with Captain America to destroy some Badniks and Octobots that were summoned to the battlefield with their respective Ring-Blades and Shield weapons. Antoine battles some robots while covering Hawkeye as the archer shoots his explosive arrows at the big mech. Meanwhile, Rouge flies Black Widow to one of the arms to plant a bomb. The bomb exploded, and while it didn't destroy the arm, it did distract the doctors long enough for Hulk and Knuckles to make a mighty leap towards them.

"HULK AND KNUCKLES SMASH!" Hulk roared.

"HRAAAAAAAAGH!" Knuckles yelled. The two powerhouses throw their powerful punches at the protected core of the mech.

"**Get off!" **Eggman shouted, grabbing the smashers with a tentacle and throws them away.

"**Take this, take this!" **Ock fires a plethora of Octo-Egg bombs from their tentacles at heroes in the air. Amy clutches on Spider-Man as the web-slinger uses his amazing acrobatics to swing and dodge the bombs stylishly, but one of them almost hits him if Amy didn't take care of it.

"Throw me up!" Amy instructed. Spidey throws the pink hedgehog up as she swings her hammer at the bomb, smacking it back at the doctors as Spidey swiftly catches her.

"**Nice! Let me grab these ones!" **Spidey grabs a couple other bombs with his webbing and throws them back the doctors, which seem to be mildly effective against them.

"**Don't get ahead of yourselves just yet, you worthless worms!" **Ock retorted.

Tails pilots the Tornado as he flies with Iron Man, Scarlet Witch, Captain Marvel, and Bunnie against the Egg-Octobot. **"FIRE!" **Iron Man commanded. The Tornado flies around the mech launching an assault of missiles enhanced with Wanda's chaos magic. Captain Marvel goes into her cosmic Binary form as she combines her photon blast with Bunnie's lasers and fires at the head just before Iron Man unleashes his powerful Unibeam.

With the Egg-Octobot distracted from the heroic onslaught, Yellowjacket was free to proceed with the next part of their plan to victory. He stands with Wasp, Rouge, and Antoine as they prepare to infiltrate the mech to retrieve the Chaos Emeralds.

"Let's get this started." Hank points his Pym Particle Gun to a small portion of the mech's leg into nothingness, effectively blowing a hole into the robot. "That should do it. Are you two ready for this?" He asked Rouge and Antoine, both who never went tiny before in their lives.

"Is this safe?" Antoine asked, a bit nervously.

"Oh sure. It'll be fun." Wasp replied, smiling.

The scientist supreme uses his gun to shrink the two mobians to the size of the ant. Hank and Janet join them as they use their suits to shrink to their new size. "This feels weird." Rouge commented on her new, small size.

"You get used to it." Wasp said.

"C'mon. Let's head inside!" Hank commanded, leading his group inside the high-tech mech. He presses on his earpiece, "Cap this is Yellowjacket. We've successfully infiltrated the mech and are making our way to the core!"

'_Understood. We'll keep them busy as long as we can.' _Cap replied before turning off comms.

Over at the Hudson River, Rotor pilots the Sky Patrol along with a holographic Nicole towards the massive battle between the Helicarrier and the Octo Egg. "We're closing in! Have you gotten contact with the Helicarrier?" Rotor asked Nicole.

"Affirmative." Nicole replied as a screen pops up with Nick Fury's face.

'_The Freedom Fighters, I presume?' _Fury asked the mobians.

"That's correct. We're here to assist you against the doctors' flying fortress." Nicole answered the director.

'_Thanks. We needed the backup. Now give 'em hell!' _Fury replied.

Rotor smirks, "You got it!"

The Sky Patrol unleashes a barrage of Anti-air Missiles, Volkan Cannon shots, and laser shots at the Octo Egg. The evil flying fortress unleashes a cosmic shockwave thanks to its fuel being Tesseract energy and hits the mobian ship, but they managed to recover. The Helicarrier joins the assault and assist the Sky Patrol, and with the help of some other heroes like FF member Human Torch, and X-Men, Storm and Phoenix, they turned the tide and are finally gaining the upper hand against the Octo Egg.

Meanwhile with the Egg-Octobot X battle, Sonic and Quicksilver speeds through the streets, instantly destroying the robots in a flash before tackling the giant mech with quick spin attacks and speedy-fire punches.

"We're the stars of this party!" Sonic joked, air-dodging the swinging tentacles, even grinding one on of them.

"You can't beat our speed!" Quicksilver joked. The speedy mutant grabs Sonic and spins rapidly to form a cyclone, throwing Sonic with enough force to briefly skid the big bot back a few feet.

"**Just what I need: More speedsters who won't shut up! Don't think you'll even triumph over me this time…!" **Eggman furiously retorted.

Black Panther and Big the Cat stand together against the giant cosmic bot. The King of Wakanda throws purple energy daggers while Big simply hits a curled-up Cream to damage the mech. **"This walking death machine is no match for a TRUE walking death machine! Come, Vision! Let us hope your inferior circuitry can spread extreme prejudice!" **Omega stated, unleashing all his weapons as he works together with Vision against the doctors.

"**I will see what I can do." **Vision replied, not bothered by Omega's arrogant comment as he uses his forehead gem to fire solar blasts at the robot.

"Come, friend Shadow! Let us show our enemies the combine might of the God of Thunder and the Ultimate Life Form!" Thor said, hovering next to Shadow as they attack their common enemy.

Shadow smirks, "Now you're talkin'!" The ultimate hedgehog curls up in a ball charged with chaos energy and allows Thor to hit him with his lightning-charged hammer swing as the god shouts a thundering war-cry, unleashing an attack that proved too strong that it knocked the mech down for a good few seconds, enough for the heroes to really lay in the damage as a team.

"**Troublesome insects! You're more persistent than I thought!" **Eggman snarled, commanding his mech to stand back up.

"**Then it's time to bring out the big guns! Charging up cosmic-chaos energy…!" **Ock said. The tentacles and hands of the Cosmic Egg-Octobot X are thrusted in front of the mech to work together charging up some devastating power that worries the heroes.

The power it's collecting is so powerful it causes Peter's Spider-Sense to ring like a drum, **"Something's telling me that robot is gonna release something fierce and I'm assuming it's not coming from a three-star burrito!" **

"**Be careful not to draw out too much energy! We're still gathering power for the cosmic-reshape wave!" **Eggman told Otto, concerned this attack might delay their plans to reshape their universes.

"**I know that! Firing Cosmic Chaos Blaster!" **Otto shouted. A huge blue beam of cosmic-chaos energy is seen fired at the unified heroes.

**BGM End**

"INCOMING!" Sonic shouted for everyone to dodge out of the way from the big blast. Most of the heroes were able to dodge the blast in time or just barely, but there were some that did get hit. Hulk being one of the unfortunate ones who got blasted through a building. The blaster scathed Spidey's armor, breaking it apart. And the wings of the Tornado got badly damaged, forcing Tails to make an emergency landing.

It took a few more seconds for the Cosmic Chaos Blaster to dissipate. During that short time, it carved a large trench through the city, destroying several blocks and buildings, and one of those buildings happen to be the one where Aunt May and Mary Jane were staying for safety but thankfully the beam was about to disappear, so it didn't cause a lot damage. But it did start causing the place to collapse. Everyone inside the safe house quickly ran out for their lives screaming, with the last people being MJ and May.

"May! Hurry!" MJ shouted, helping May out of the collapsing building. The old aunt did her best to run out as fast as she could, but unfortunately she tripped on a brick, separating herself from MJ.

"Mary Jane!" May shouted for help.

"Oh my god! MAY!" MJ ran as fast as she could back to May but it was too late. The building collapsed on top of her, seemingly killing her. "MAY!" MJ shouted in horror that May Parker may have been killed.

The doctors still see that the heroes are still alive after avoiding their ultimate blast, much to their dismay. **"Agh! You fools got lucky that time! But give us enough time and we'll try it again and we promise we won't miss!" **Eggman taunted.

"Try that again and I'll crack you like the egg you are!" Captain Marvel retorted as the heroes continue the battle against them

Sonic runs up to check on Spidey and Tails after they survived the blast but with the sacrifice of their armor and plane respectively. "Yo, guys, are you alright?!" The hedgehog asked his friends if they're okay.

"Fine, fine. Talk about having two close calls all in one day." Spidey joked as he helps Tails up his feet. The webhead feels his phone vibrating from his costume and picks it up to see it's MJ calling him. "MJ. I know what you're gonna say but can we talk about my quiet disappearance and sudden reappearance later-." He said jokingly only to be quickly caught off by a panicking MJ who has some worrisome news for him.

'_MAY'S TRAPPED UNDERNEATH A COLLAPSED BUILDING! GET HERE QUICK! I DON'T KNOW IF SHE'S OKAY OR NOT!' _That shocking news completely changed Peter's joking attitude to one full of fear and anxiety as his lenses widen in total shock.

"Peter, what's wrong?" Sonic asked, wondering why Peter looks so afraid and scared.

"I have to go! May's in trouble! Oh god, please no! This can't be happening!" An extremely worried Spider-Man swings away from the battlefield to save his Aunt May, if there's still anyone left to save.

Sonic turns to Tails, "Keep things occupied here! I'll be back soon!"

"Hurry!" Tails rushes him.

Sonic goes top speed chasing his worried friend to the location where MJ is standing in front of the collapsed building. "MJ!" Peter calls her.

"She's in there!" MJ points them to the large amounts of rubble.

"Let's hurry!" Sonic hurried, surprising Peter his friend followed him.

"Sonic?! Where did you-?!" He asked.

"No time to talk! We need to get your aunt out!" Sonic interrupted him.

The superhero duo uses all their strength and speed to lift as much as the rubble away as possible to save Aunt May, if she's still alive. Peter's thoughts are all over the place: Frantic. Scared. They're all in a rush, _'I'm just praying I haven't lost all that's left of mine! Aunt May-Aunt May is—She spent days worried about me! If only I just told her the truth, this wouldn't have happened to her! I was trying to protect her-I was trying—Aunt May! You need me! I need you! I might be too late! She might already be dead…No, can't think like that! But even if she isn't, she's inside this collapsed building. Trapped! C'mon! Please be alive!'_

It took a minute to throw enough rubble away thanks to the combined efforts of Spider-Man and Sonic. And much to their and MJ's relief, Aunt May is still alive. She was simply trapped underneath all the rubble. Hurt and coughing like crazy, but very much alive.

"Mrs. Parker, you're alive!" Peter said in such wonderful relief he wants to cry.

May coughs one more time before having one, long stare at the amazing webslinger. "You don't need to call me that. Whatever happened calling me 'Aunt May'?" She asked with a kind smile and a slight joking tone that greatly surprises the three teenagers that May does know Peter's secret. That her nephew is Spider-Man.

"You…know?" Peter asked his aunt, wondering how his aunt figured out his identity and how long she knew.

May simply nods, "Yes, Peter. I do." She then turns her attention to Sonic, "And you must be Peter's new friend. The one I saw eating breakfast with the other day."

"H-How do you know that?" Sonic asked her.

"It's a long story, just like the one Peter will tell me once this is all over. Right, Peter?" May asked as her nephew helps her up.

"Yeah. Might take a few days to tell it." Peter joked.

The touching moment between nephew and aunt was sadly interrupted as the battle between the unified heroes and the doctors intensifies, causing the whole city to feel the tremors from that epic battle.

"We need to end this, now!" Peter declared, now more serious to stop the doctors once and for all.

"I'll take your aunt to the nearest hospital." Sonic said, picking up his friend's aunt.

"Thanks, Sonic. I owe ya." Peter said kindly.

"Hey, we're bros. You owe me nothin'." Sonic smirked.

"Bros, huh? When did that happen?" MJ joked, smirking from her teeth.

"Trust me, I'll tell you two all about it once this is over." Peter said.

"Go get 'em, tiger." MJ smiled. Peter nodded in response before swinging back to the battlefield.

"You're sure you'll make it back in time to help him out?" May asked Sonic.

The hedgehog smiles, "Don't you worry! I'm the world's fastest hedgehog!" He then runs at amazing speeds that impresses MJ to find the nearest hospital.

* * *

**Inside the cockpit of the Cosmic Egg-Octobot X**

"If there's one constant in the multiverse, heroes just don't know when to give up!" Eggman said as he's extremely annoyed to see the Avengers and the Freedom Fighters continuing to put the pressure on them.

"Forget about these pests. Our Octo Egg is losing power! Curse you, SHIELD!" Ock said, angry to see video footage of their precious flying fortress on its last nonexistent legs as the Helicarrier, the Sky Patrol, and some other of Earth's heroes are putting the final blow on the Octo Egg, causing the big ship to crash to the sea. And if that wasn't enough, there seem to be another problem, this time coming from inside their very own mech.

"NOW what is it?!" Ock pops up another screen that shows Yellowjacket, Wasp, Rouge, and Antoine running inside their robot as the size of ants. Now Ock's blood is really starting to boil, "What is Pym doing here?! Don't tell me he's after the Tesseract and the Emeralds?!"

"We must get rid of them before-?!" Eggman was interrupted as their mech gets hit by webbed up piles of debris thrown by a very angry-looking Spider-Man. "Is it just me or does he seem angrier than that Hulk fellow?" The egg doctor asked, looking really worried and a bit scared at Spider-Man's more serious behavior.

"I haven't seen Spider-Man THIS ferocious since that time he wrecked my underwater lab!" Ock remarked, having terrible memories of that one-sided battle where Spider-Man was acting like a raging human dreadnought that left Ock no chances of winning.

* * *

**Back outside…**

'_You two have definitely crossed the line! You almost took my aunt. I'm gonna make sure that won't happen ever again!' _Spidey thought angrily, throwing more debris and even a car at the cosmic-powered mech.

* * *

**Inside the Egg-Octobot's Central Core**

**BGM-Sonic Rush Adventure OST-Tense**

With the doctors distracted by Spider-Man's sudden change in attitude, they seem to have conveniently forgotten about the four tiny intruders sabotaging their mech from within. Yellowjacket and his small gang managed to reach the central core where the Chaos Emeralds and the Cosmic Cube are being used to energize this mech and is almost done gathering the energy needed to reshape reality.

"Are those the Chaos Emeralds?!" Wasp asked.

"Yup. Just as beautiful as ever." Rouge the bat thief replied.

Hank whips out his precious PP gun, "I'll shrink the emeralds to our size. That'll instantly cut them off from usage." He shrinks the seven Chaos Emeralds for his team to successfully grab.

"We got all ze Chaos Emeralds!" Antoine said happily.

"How bout we do same thing with the Cube and get this thing all wrapped up?" Wasp smiled, but that's easier said than done. The sudden disturbance of the Chaos Emeralds being cut off disrupted the "harmony" between them and the Cosmic Cube. There was some sort of "malfunction", and whatever is happening, the Cube is going into overdrive, releasing scary bolts of cosmic energy from within the core.

"I believe we may be too late for that! Let's get out of here, quick!" Hank said as the team run out of the core out the way they came.

* * *

**Meanwhile in the Doctors' cockpit…**

"What's this…?" Ock asked as he and Eggman see the exact moment Pym is stealing the Chaos Emeralds from the core. "NO! THEY'VE TAKEN AWAY THE CHAOS EMERALDS!" He panicked.

Eggman tries to calm down his octo-partner with some good ness, "It's not over yet, Otto! Don't you see?! We haven't lost that much energy! The Tesseract managed to absorb just enough chaos energy before they took them! Just enough to reshape our universes!"

"But we'll have to restart gathering energy again!" Ock retorted.

"Not unless we shift into MAXIMUM OVERDRIVE! HYAAH!" Eggman slams his fist on a big red button behind a glass case that'll push the Tesseract to its very limit, which is a definite no-no.

**BGM End**

* * *

**Back Outside…**

**BGM-Sonic Advance 3 OST-EX Demo 1**

Things are starting to look depressing right this second. What the doctors just did is about to risk everything they've accomplished. By pushing the Cosmic Cube to uncontrollable levels, a large cosmic blast from their mech is fired straight into the wormhole still in the sky. The extra energy increased its size that it now floats above the Earth. It has turned from a calm cosmic blue to a scary red color that changes the color of the sky. It sparks multiple cosmic lightning bolts that strikes across the planet, both Earth and Mobius as the wormhole is linked to both worlds and can be seen from both of them.

Sonic rejoins the rest of the unified heroes around the same time this craziness has begun. "Hey guys, did I miss anything?" The hedgehog asked.

"Does THAT answer your question?" Hawkeye points to the giant-sized red wormhole floating in space above the planet.

"That ain't good." Sally said with a worried look. She and everyone else then spots Yellowjacket's group exiting the docs' robot, enlarging themselves to normal along with the Chaos Emeralds.

"We have the emeralds, but now we have a bigger problem!" Hank told everyone.

"And that is…?" Bunnie asked, waiting for answer while still looking extremely worried.

"**The wormhole that is linking our worlds has gone critical," **Iron Man started explaining, **"The doctors are recklessly pushing the Cube to levels they CANNOT control. In a few minutes it's going to cause the portal to burst and collapse, and when it does, it'll completely destroy both our universes!" **He said, frightening both teams that their dimensions are a few minutes away of getting blown up.

"That's bad, right?" Spidey joked.

"**Very. It's an interdimensional recipe of disaster." **Tony replied, which causes Peter to gulp in fear.

"Do any of you geniuses have a plan to stop it before our universes are destroyed?" Carol asked any genius currently present.

"We have to retrieve the Cube and destroy the robot! It's the only way!" Tails suggested.

"How the heck are we gonna do that in a few minutes?! I'm fast, but not that fast to destroy a power that can destroy both our universes?!" Quicksilver asked.

"I am, when I'm charged up with the Chaos Emeralds!" Sonic spoke up with a plan that has the potential to save their lives.

"You can use the emeralds' power?" Black Panther asked the little hedgehog if he could really control seven gems of unlimited energy that easily.

"Oh sure. It's a habit of mine, one that has the only chance of winning." Sonic replied.

"**Even if you can use the emerald's power, that's still an out-of-control Cosmic Cube they're using. You alone might not be enough." **Iron Man told the hedgehog.

**BGM End**

**BGM-Sonic Rush OST-A Flicker of Hope**

"I know. That's why Spidey's gonna help me." Sonic smiled, casually pointing to his surprised spider friend next to him.

"Wha-ME?! Whoa-whoa-whoa! Time out! Are you NUTS?! I can't handle that much power!" Peter exclaimed.

"Seriously, why bug boy?! He could mess this up!" Hawkeye said harshly.

"It'll be okay." Sonic smiled confidently Spidey could handle it.

"You sure?! Why not ask Shadow to do this?! He seems more familiar with whatever you're talking about!" Spidey asked.

"I'll sit this one out. I'm curious to see how you can handle them." Shadow stoically implying he too has faith in Spider-Man.

"Is that really the best time considering the end of the world?!" Peter urgently joked.

"Don't doubt yourself. I KNOW you can do this!" Sonic smiled.

"Yeah! Spider-Man tried to save both our worlds! You were willingly to save Mobius even when you didn't know anybody!" Tails said, smiling as well.

"Spidey, you have a big heart. You care deeply for the people around you and will continue fighting for them to the bitter end." Sonic continued with the encouraging speech.

"And it's all thanks to that 'never give up attitude' we admire." Amy winked.

"You're a true Freedom Fighter at heart. We know you can do it." Sally smiled, something the other Freedom Fighters and Team Dark can whole-heartedly agree on.

"Now get out there and give 'em a poundin'!" Knuckles smiled.

"Y-You guys…" Spidey said, shocked to see his new friends, some he didn't know until today, have so much trust in him.

"Your love for your family and friends is what makes you strong. Stronger than anyone! And that's the strength we need to win this!" Sonic beamed.

Suddenly, the seven Chaos Emeralds start to glow, levitating around both Sonic and Spider-Man, as if they've made a connection with the latter's heart. "Huh?! The Chaos Emeralds…!" Peter noticed in shock that the emeralds are surrounding him.

"It would seem the Emeralds deem you worthy, Spider-Man." Thor smiled.

"We know you got this, Spider-Man. We're ALL counting on you!" Captain America said with a smile as well, as the other Avengers also put their trust in Spider-Man.

"Ready to do this together? Spider-Man should be able to use the Chaos Emeralds now!" Sonic said, beginning to charge up with the emeralds' power.

Spider-Man follows what Sonic does and concentrates, closing his eyes to absorb the emeralds' power as well, "I feel calm. Relaxed. I can feel their power coursing through me."

**BGM End**

**BGM-Sonic Advance 3 OST-EX Demo 2**

The Chaos Emeralds lifts the two heroes to the air spinning faster and faster around them as a bright golden light erupts from them, blinding everyone in the city. Then the light vanish, with the two heroes emerging in brand-new forms that astonishes everyone not familiar with the emeralds. Sonic's blue fur turned gold as his quills are spiked up and his eyes have gone red. Spider-Man's costume has also gotten a golden makeover with the blue parts of his costume replaced with a silky white and the webs are now thin silver.

"**Amazing…" **Iron Man said, utterly amazed by the power of the Chaos Emeralds.

"That could give my Binary form a run for its money." Captain Marvel commented, also totally amazed of what she's seeing.

The evil doctors are also totally amazed from what they're seeing, but more horrified and utterly shocked at their powered-up golden nemeses. **"S-Super forms…They're BOTH in super forms…" **Eggman remarked, utterly displeased and extremely worried straight to the heart.

"**THAT'S NOT FAIR!" **Ock yelled in a panic as he tears his hair out.

"**GET US TO SPACE! QUICK! HURRY! HURRY!" **Eggman shouted in a panic as well at Ock, commanding the Egg-Octobot X to switch the legs with a serpent-like lower body, then escapes to space as they do not want to deal with two super-powered heroes that could give them a challenge.

"Where do you think you two are going? We're not done with you yet!" Super Sonic asked the retreating doctors with a taunting smirk. Both he and Spider-Man super boost through the sky, surrounded by a golden fiery aura to chase the doctors to space for the final battle.

"This time, we're stopping your plans for good!" The super hedgehog declared.

"Prepare yourselves, docs! Cause we won't be holding back this time! This ends now!" Super Spider-Man shouted, declaring that right here, right now, the fate of two worlds will be decided.

**BGM End**

* * *

**KFX Here: Story should be over soon and I can finally get started on "Lost Continent", the Sonic Lost World adaptation focusing on Spider-Man, Sonic, and Ruby Rose set after Exo War. Look forward to that, as that's also part of the 2****nd**** anniversary of the United Heroes Series.**


	15. Act 14: Two Worlds Assemble (Part 3)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Spider-Man: Watch out! It's your friendly neighborhood Spider-Man! We got back the Chaos Emeralds, but their mech hasn't powered down at all. The Cosmic Cube has gone out of control, and now the wormhole that connects our two universes is going critical. If we don't stop it, both our universes will be destroyed. We gotta stop it and the doctors before it's too late! Everyone is putting all their hope in both me and Sonic! Time to unleash the combined power of Super Sonic and Super Spider-Man!**

**BGM End**

* * *

_Act 14: Two Worlds Assemble (Part 3)-Super Cosmic Clash_

**Cosmic Chaos Zone, Above Earth**

**BGM-Sonic Unleashed OST-The Final Form**

Cosmic Chaos Zone. A spacetime zone unique to Earth thanks to being linked to Mobius through the out-of-control cosmic wormhole. The space of both universes is going chaotic with cosmic energy, colored a rapidly red-and-blue mixture that spells doom to their dimensions. The enormous red wormhole hovers above both planets, and when it reaches critical mass, it will detonate and destroy the parallel worlds into nothing.

The Cosmic Egg-Octobot X hovers below the wormhole with a new serpent-like lower body as the whole mech is covered in a flaming-blue cosmic aura. Despite their impending doom, Doctors Eggman and Octopus still intend to use the Cosmic Cube in their possession to reshape their universes. Nothing will stand in their way of finally achieving universal conquest, whether it be the destruction of their own realities, or their two arch-nemeses that are rapidly approaching them in their brand-new super forms granted by the Chaos Emeralds: Super Sonic and Super Spider-Man.

"This is it, Spidey! We have to stop them before they destroy our worlds!" Super Sonic told his super friend.

"Right! It's just you and me! Let's do it!" Super Spider-Man replied.

"For the fate of our two worlds…" Super Sonic said.

"And for the people that live on them…" Super Spider-Man continued.

"LET'S GO!" The Super Duo shouted as they finally caught up with their enemies for the final battle.

**BGM-Sonic Adventure 2 OST-Live and Learn**

"**What?! You fools still dare to keep our dreams from becoming a reality?!" **Ock angrily asked his super enemies.

"**We won't let you! Prepare for your destruction! FIRE EVERYTHING! LAUNCH IT ALL!" **Eggman shouted, launching everything in their disposal from bombs to multiple cosmic blasts.

The super duo uses their new enhanced speed and reflexes to dodge everything the docs throw at them. During the battle, they receive a call from Iron Man and Tails who has something to tell them, _'Can you hear me, Spider-Man, Sonic?! This is Iron Man! The Cosmic Cube has gone out of control with cosmic energy and is affecting our two universes, so use your chaos energy to counter it! Attack the core to quell the energy! We're all counting on you!'_

'_We'll support you guys to the very end!' _Tails said, enough to encourage Spidey and Sonic to fight with all they got.

"Yo, Super Spider-Man! No need to be careful! You're pretty much invulnerable now! That said—mind clearing the way? These bombs are cramping my style." Super Sonic asks while speeding through the bomb field in space.

"You got it, Super Sonic! Here it comes!" Super Spider-Man fires a powerful golden blast of energy that clears the bomb field almost completely and almost hits the doctors if they didn't teleport away, but Sonic was quick enough to easily catch up with multiple Spin Attacks to the core.

"Thanks, Webs! You're a natural! Let's make this quick. I don't like the looks of those-!"

"**WHAT ARE YOU WAITING FOR?! SHOOT HIM FOR CHRIST'S SAKE!" **Ock shouted at his counterpart, firing four strong cosmic beams from their back tentacles to blow the super hedgehog away.

"Sonic, you okay?!" Spidey asks while web-striking the mech's head.

"Invulnerable, remember? But, man! The power they have is insane! Did the Cosmic Cube absorb some energy from the Chaos Emeralds!? Spidey! You all right there?!" Sonic asked, worried for his bro if he could still handle his super form.

"I'm doing better than all right! I'm incredible!" Spidey replied cheerfully, flying around the docs to fire a Chaos Web Barrage with the strength and size of comets and easily dodging all their attacks because of his enhanced Spider-Sense. "I'm as fast as you and I'm as strong as the Hulk!" He said, granting himself Chaos Webbed Fists to smack the core with a Super Crawler Assault that does insane amount of damage, "Heck, I might even be stronger than him!"

'_Not funny, webhead! Hulk is forever the strongest one there is!' _Hulk retorted through their comms.

'_Sonic, Spidey, you gotta hurry! The wormhole is growing more chaotic by the second!' _Knuckles told them.

"All right! Keep tight!" Super Sonic charges up a golden boost and rams himself at the core, unleashing a plethora of blurry Homing Attacks to further weaken the mech.

"**Activating Cosmic Barrier! Hurry!" **Eggman shouted, using their cosmic aura to form an unbreakable barrier around them, strong enough to shrug off even Super Sonic's attacks, unless he keeps attacking again and again to wear it out.

"**Cosmic Barrier is holding—BARELY!" **Ock shouted.

"Spidey, the shield!" Super Sonic tells him to handle their shield.

"Keep them distracted!" Super Spider-Man cups his hands to create a golden web bomb then brings it above his head to increase it to one gigantic Super Web Bomb that has the power of the Sun. "Catch this!" He throws the Super Web Bomb at the docs with enough force to demolish their cosmic shield in an explosion.

"**AAH! What comic-book nonsense is this?! Since when could a spider could throw a sun made of webbing?!" **Eggman shouted in surprise.

Ock looks on in horror of Super Sonic blitzing their mech with an onslaught of spin attacks that furthers weakens them, **"Can you stop that hedgehog of yours?! We can't take much more of this! Start charging up the Cosmic Chaos Blaster-!"**

"**I'm a little busy freeing us from the web YOUR nemesis trapped us in!" **Eggman loudly retorted while trying to block Spider-Man's Super Maximum Spider technique, ensnaring them in a series of webs while he performs several light-speed flying kicks through them.

This epic showdown in space is being broadcast not just around the Earth, but also throughout Mobius too because of the shared wormhole. The people of Station Square. Tikal and Chaos. GUN. They're among the millions of people watching this fight on Mobius. On Earth, it's the same case. Avengers. Freedom Fighters. X-Men. Fantastic Four. SHIELD. Friends and family like Mary Jane and Aunt May are watching this intense showdown.

"Hang in there, Sonic!" Sally encouraged.

"Don't give up, Spider-Man!" Captain America shouted.

"We're counting on you both!" Thor shouted.

"Please do your best!" Amy shouted.

"Keep fighting!" Captain Marvel yelled.

"Sonic! Spider-Man!" Tails shouted.

Back in space, the super dup double team the docs with several afterimages to confuse them for a double assault to the core, knocking them several feet back in space. **"C'mon, c'mon! Almost there!" **Eggman checked the meter charging up the Cosmic Chaos Blaster as it reaches full power, **"Yes! We can launch!"**

"**FIRE COSMIC CHAOS BLASTER!" **The doctors shouted, unleashing their gigantic cosmic beam at their super nemeses in space and seemingly getting a direct hit at them. That action worried the people of both worlds that they've been killed after taking the full force of their attack, but there's no reason to worry.

"Was that supposed to tickle?!" Spider-Man's voice captures everyone by surprise. Emerging out of the explosion was a Chaos Web Barrier that protected them from the doctors' ultimate attack, getting a loud cheer from the people of both worlds.

"Chaos-enhanced web barrier, strong enough to tank anything!" Super Spidey told the scared docs.

"And don't forget, we're _invulnerable_!" Super Sonic taunted with a smirk.

"**WHAT WILL IT TAKE TO KILL YOU?!" **Eggman shouted madly as he's also worried their mech can't take much more punishment and are practically on their last legs.

"I think this is it! We don't have much time until the wormhole explodes! Have an idea how to finish this, Spidey?" Super Sonic asked.

"Have we ever tried combining your Light Speed Attack with my web shot…?" Super Spider-Man asked nonchalantly.

"_**Oh**_**, don't you DARE…!" **Ock warned them not to perform such a dangerous experiment, not at them at least.

"**AHHH! Abandon ship! Eject! EJECT!" **Eggman yelled in a panic.

Spider-Man joins his hands together around Sonic as he charges up a light-speed Spin Dash. He charges him up further with webbing, surrounding him in an atom-like web sphere.

"And I believe this is…" Super Sonic smiled.

"YOUR END!" Super Spider-Man shouted. They unleashed their "Light Speed Web Flash" towards the doctors in a massive webbed form of golden-blue energy that utterly, completely obliterates the Cosmic Egg-Octobot X.

"**How could this be…! We are the greatest geniuses of our two universes…!" **Ock asked in disbelief that they have been defeated.

"**We can't be defeated! It's impossible! UWAAAAAAAAAAAAAAGH!" **Eggman yelled as the explosion of their mech explodes in a blaze of glory, finally defeating the mad doctors of their two universes.

**BGM End**

**BGM-Sonic Adventure 2 OST-Level Clear**

Super Sonic flies back to Super Spider-Man with a stabilized Cosmic Cube in his hand and gives his bro a super bro-fist. "And THAT's how you get it done!" Super Sonic smiled.

"We are amazing! _Aw_ yeah!" Super Spider-Man smiled before the two make their own cross-armed badass pose next to each other.

**BGM End**

**BGM-Sonic Adventure 2 OST-3 Black Noises**

Celebrations was cut short as it's not over yet. Sonic and Spidey look up to see the chaotically cosmic wormhole has gone critical and is sparking out of control cosmic sparks that could destroy their universes at any moment now.

Super Sonic declares, "We won't let you destroy our worlds!" before powering up his energy to the absolute max. "Can you hear me?" He asked Super Spider-Man.

"Yeah!" Spidey replies as he too powers up to the max while staring down the wormhole. "I hear ya!" He said, prepared to follow Sonic's instructions having already guessed his plan to close the wormhole.

Both super heroes concentrate the energy needed to manipulate time and space into one green energy sphere as they are seconds away before twin universal destruction.

"Now, Spider-Man!" Sonic tells him it's time to unleash their special technique as they both shout...

"Chaos…CONTROL!" The Super Duo unleashes one massive Chaos Control Beam straight through the wormhole before it explodes and completely vanquish it entirely, saving both their universes as everything turns back to normal.

All across both worlds, the people of Earth and Mobius cheer their hearts out that their worlds have been saved thanks to their respective heroes. People hug one another while some share a kiss of relief. It's truly a happy day to be alive, all thanks to the Amazing Spider-Man and Sonic the Hedgehog. But there's still one lose end that needs cleaning up.

**BGM End**

**BGM-The Avengers (2012) OST-One Way Trip (Last minute)**

"Koff…Koff…"

Miraculously, Eggman and Ock survived the explosion of their own mech and crash-landed the Egg Mobile in front of one very familiar tower. As they slowly recover from the ground, they look up at the tower with a giant red "A" plastered at the very top. Their hearts sank when they realized they landed in front of Avengers Tower, home to the Avengers. And speaking of the Avengers, the silently scared doctors could tell there are some people watching them from behind. They carefully, slowly turn around, and as expected, are confronted by both the Avengers and the Freedom Fighters, along with Super Spider-Man and Super Sonic who stand before them after returning from space.

The doctors nervously chuckle, knowing they are in big trouble after almost destroying their universes. "L-Let's be calm…_rational_ people about this…" Eggman chuckles while sweating buckets as they are not budging an inch, so he and Ock basically just give up and surrender themselves to their unified enemies.

**BGM End**

* * *

**Later that day…**

"So, when did you figure out I was Spider-Man?"

That was the question Peter asked his Aunt May, who is currently recovering at a hospital after the heroes defeated the doctors and saved both worlds.

"Since yesterday, but, deep down, I felt like I always knew." May replied from her hospital bed.

Peter frowns, "I didn't want you to worry. Everything that's happened…Uncle Ben…I was afraid I might lose you too."

"You shouldn't be afraid to tell me anything. This changes nothing. You're still my nephew, and I'm still your aunt. And I am SO proud of the man you've become. And Ben would be proud too." May smiled at her amazing nephew as she is so proud of him and all his spectacular achievements over the years.

Those kind, gentle words were enough to lift Peter's spirits up, making him happy he has such a wonderful and strong aunt. "Thanks, Aunt May, for believing in me." He smiled, hugging his aunt as they hear a knock on the door, "Come in!"

Mary Jane opens the door to allow herself and her new friend, Sonic, to walk in to check on the Parkers, "Hey Tiger. Sonic just told me a story how he escaped a pod that was about to explode in space."

"Oh yeah, it was a doozy." Sonic joked. "How're you feeling, Mrs. Parker?"

"Fine, thanks to you and Peter. You both saved the world." May replied.

"It's what we heroes do. You have an amazing nephew." Sonic smiled, giving her a proud thumbs-up for raising such an awesome hero.

"Thanks Sonic for helping me out. So what are you and the other Freedom Fighters doing now?" Peter asked the blue hedgehog.

"Me and the gang will be staying here for about two days to rest up and get everything in order. I heard Tails and Iron Man are working on a dimensional portal device using the ISO-8 to allow us to travel between dimensions." Sonic answered.

"What happened to the Cosmic Cube, and Ock and Eggman?" MJ asked him.

"Thor took the Cube to Asgard for safe keeping. Eggman is staying with Ock and the other Sinister Six at that Raft prison until we're ready to go home with egg breath. And I heard SHIELD is salvaging the Octo Egg for something, but not sure what." Sonic answered, unsure about that last sentence.

"Probably for material in case the Helicarrier gets destroyed, which happens quite often." Peter joked.

"Really?"

"Like every Tuesday."

Meanwhile, MJ was on her smartphone when she received an interesting, but unsurprising notification from the Daily Bugle. "Peter. Daily Bugle just published something." She told him.

Peter sighs, "Let me guess."

Both he and Sonic stand next to MJ to read the new newspaper article from the Daily Bugle that's about the recent battle. "World saved from interdimensional evil doctors and…Spider-Man?" Sonic quoted. "What the heck is this about?! I was there WITH Spidey! We were on interdimensional television! Everyone from both our worlds saw us stop Ock and Eggman!"

"That's Jameson for you. I'm used to it at this point." Peter joked.

"Yeah, well, I'm not! I'll see you later!" Sonic then immediately takes off out of the hospital for unknown reasons, leaving the Parkers and MJ confused why he suddenly took off.

"Where did he run off to?" May asked.

"Is he _always _like this?" MJ asked her ex.

"Yeah, basically. He's like the wind. Always on the move and always unpredictable when it suddenly happens." Peter joked with a shrug.

* * *

**Two Days Later…On top of Avengers Tower**

**BGM-The Avengers (2012) OST-A Promise**

"Is everything ready, Tails?"

"All systems green. We're looking good, Mr. Stark."

The Avengers, Freedom Fighters, Knuckles, Team Dark, a hand-cuffed and muzzled Eggman, and Spider-Man have all gathered on the rooftop of Avengers Tower. With their worlds saved and the villains locked up, it's time to send the mobians back home. Tony Stark have been working together with Tails to create a dimensional portal device to open a portal large enough for the Sky Patrol back to Mobius.

"Perfect. One interdimensional gateway to Mobius is stable and ready for transport. You guys can leave at any time." Stark said.

Meanwhile, Tails hands his fellow mobians and Spider-Man special wristwatches he and Tony have created for them with their respective colors. "Watches?" Amy questioned.

"Dimensional Travel Watches, or DTWs for short. They're powered by the ISO-8 to allow us to travel between any dimensions." Tails explained.

"Sweet, so we can use these to come back here anytime we want?" Sonic asks while checking his watch.

"Only for emergencies." Sally reminded him.

"Or whenever I'm bored and want to stretch my legs." Sonic joked.

"You're impossible." Sally quipped.

"It was certainly nice meeting all of you. Earth's not such a bad planet. Very homey." Rouge said to the Avengers.

"Aye. It was nice working together with you, my mobian friends." Thor said, pointing his hammer with a smile.

"If you ever come back, it better not be to steal, or I will catch you." Black Widow warned the bat thief.

"I look forward to it." Rouge quipped, unfazed by her ominous-sounding warning.

Knuckles walks up to Hulk, "Next time we meet, I'm gonna prove to you who's the strongest between our two universes."

"Heh. We'll see about that, pipsqueak." Hulk replied with a small smile.

Nearby, Tony walks up to Tails with a small card to hand him, "Here. Want you to have this."

"A full internship at Stark Industries!" Tails said excitedly after reading the card.

"Maybe over the summer, the two of us could work together on a few projects. I'm thinking about starting our own racing tournament using Extreme Gear you told me about. Maybe one between our universes." Tony smiled.

"That would be awesome! I'm looking forward to it! Can't wait to see how you build your Iron Man Armor!" Tails said with a huge happy smile that he'll soon get to work with one of the smartest people on Earth.

"Hey, that's a great idea. How 'bout during the summer, you and Sonic come hang with me." Spidey said to the first two friends he made when he traveled to Mobius.

"Yeah! Always wanted to take a vacation in another universe." Sonic smiled.

Captain America walks up to the Freedom Fighters. "Freedom Fighters, thanks to coming to our aid when we needed it most. Your world should be grateful to have heroes like you. Keep fighting the good fight, for everyone's freedom." He gave the mobian heroes a proud salute.

"You have our word, Captain." Sally nodded, followed by a salute along with the other mobians.

And so, Sonic walks up to Spider-Man and the two shook each other's hands. "Thanks again for everything, Sonic." Peter said.

"You can always count on me to lend a hand, just like how I convinced Jameson to change that article about you that you helped saved the world." Sonic replied.

"Really? How?" Peter asked.

"I sorta 'threatened' him I'd shave his mustache when he's not looking. You know how fast I am." Sonic grinned.

Peter laughed, "Oh man, I'm gonna miss you. Listen, if you need any help, just contact me, okay."

"Heh. If YOU need any help, just call one of us and we'll be there at my speed. Promise." Sonic smiled, giving his bro an amazing fist-bump to cement their friendship.

Rotor pushes the stubborn Eggman to enter the Sky Patrol as the Freedom Fighters and Team Dark make their final goodbyes before leaving for their dimension.

"Goodbye, everyone! Hope we meet again!" Amy waves as she runs happily into the Sky Patrol.

"So long!" Tails said before flying into the ship along with a few others, leaving just Sonic to be the last to enter and to say goodbye to his new interdimensional allies. The hedgehog turns around to give the Avengers and Spider-Man one last grin and a thumbs-up.

"See ya later, Avengers! Looking forward to our next party!" He said.

"It'll be a fun one! I promise!" Peter replied, smiling behind his mask.

Sonic nodded in agreement before rushing into the Sky Patrol. The flying aircraft rises to the sky and makes its way towards the portal home. "Take us home, Freedom Fighters!" Sally smiled while sitting on the captain seat, pointing directly at the portal home. Nicole responds with a nod and a smile, directing their ship towards the portal back to their dimension. The Avengers and Spider-Man watches from below with some smiles on their faces to see their new friends fly into the portal before it closes, closing off one of their most exciting adventures yet.

**BGM End**

* * *

**KFX Here: And that's it for the remake. There's still an epilogue, even though that doesn't mean much since most of you know what it'll be about. This story does in fact OVERWRITE the original story in the canon. You can say the original crossover is now non-canon. Yes, I know I've made some retcons, and I'll try my best to edit some stories to not confuse people. The reason this story happened, in-universe, was because of Dr. Doom's Genesis Wave from Exo War that not only fused the universes, but went a bit farther and slightly altered past events. I'll try to reference this in future stories. If you're asking if I'm going to do a Battle for Remnant remake, oh hell yeah! That story most definitely needs a serious rewrite! But don't expect it anytime soon. Perhaps for the third anniversary.**


	16. Epilogue: Madame Web

_Epilogue: Madame Web_

**Emerald Coast, Mobius…One Week Later**

**BGM-Sonic Adventure OST-Welcome to Station Square**

It's a glorious sunny day over the city of Station Square that's just enough to make the people smile. A week has passed since Sonic and Spider-Man defeated Eggman and Doc Ock and saved both their dimensions. Peace has returned to Mobius. Tikal and Chaos went back to the Master Emerald. G.U.N. HQ was fully rebuilt. And the Freedom Fighters are taking it easy now that, for once, Eggman is in prison. Sonic is seen relaxing at the beach of Emerald Coast on his beach chair, taking a little vacation until the next trouble comes around.

The hedgehog yawns, "Looks like Eggman has finally learned his lesson. Maybe I should go travel somewhere again or something? Maybe I should take a run in Peter's world. I'm sure he won't mind. I wonder what he's doing? It's been a week since I saw him. Probably webbing up crooks while making fun of them, hehehe."

**BGM End**

'_Believe me. That is EXACTLY what he's doing now.' _That same mysterious voice that talked to Spider-Man and a few others finally speaks to Sonic, surprising him up his chair.

"Who said that?" He asked, frantically looking around for the source of the voice.

'_Don't bother. I'm speaking to you telepathically.' _

"Telepathy? Wait. Are you the same person that was talking to Spider-Man before?" Sonic replied.

'_You mean Peter Parker? Don't worry. I know his true identity. And yes, I was the one who aided him and a few others to help save your worlds.' _

"Wow, thanks. So, who are you?" Sonic asked.

'_I am a being that watches the web of realities, of the past and future. It is my role to protect it from those that threaten it,' _She said, confusing Sonic as she continues, _'You and Spider-Man did a marvelous job protecting your realities, but I'm afraid the worse is yet to come.'_

"You mean…there's a bigger threat coming that could danger other realities?" Sonic asked.

'_Multiple threats, and it will require the attention of you and Spider-Man, as well as a few others, to prevent the coming disasters. There is already one coming in the near future.'_

"What is this threat?" Sonic asked.

'_I am not certain how this threat will transpire just yet, but, this next adventure will bring Spider-Man to new territory different from your world and his. A 'remnant' of its former self. A fairy tale brought to life. It is in this world where the next chapter of Peter's story will be told, and the beginning of a new story of 'four young warriors' who will aid him in his quest to stop an old rival.'_

"I'm still not sure what you're talking about, but it sounds like Pete is in heck for one heck of an adventure. I'm honestly kinda jealous." Sonic joked.

'_Don't worry. You too will play a role in this coming tale. But for now, I suggest you prepare yourself in the next minute. The people here are going to need your help. Farewell.' _And right there, the mysterious voice went silent, disappearing from Sonic's mind.

"Hey, wait!" Sonic shouted but got no response as she is definitely gone from his head. The hedgehog scratches his confused head, totally lost after everything he just heard and has no clue what they mean, "What was that all about, and what did she mean 'prepare yourself'?" He wondered.

**BGM-Sonic Adventure OST-Theme of Eggman**

Then suddenly, some blue blur smacked Sonic through the sand of the beach followed by a familiar insane laughter coming from an egg-shaped man in his egg-shaped hovercraft, "Ohohohoho! Sorry, Sonic. Did I catch you at a bad time?"

Sonic hops back onto his feet to be confronted by his old nemesis, Dr. Eggman, and his robotic clone, Metal Sonic. "Eggman! I see you crossed out prison as a vacation spot." Sonic joked.

Eggman smiled evilly, "You really thought those idiots at GUN could hold me? Not a chance! Not until I have created Eggmanland and have your head to be used as a golf ball! And that'll be easy, as I still had quite a bit of ISO-8 to power up Metal Sonic here! Go, Metal Sonic! Crush this meddlesome hedgehog into oblivion!" He pointed his evil finger at his casual blue rival.

"That voice must've predicted this would happen." Sonic smirked.

"Voice? What in the devil are you muttering about?!" Eggman asked, wondering what the heck Sonic is talking about.

"Nothing that'll make you any menacing, Egghead," Sonic quipped, which did a good job angering his arch-enemy to send Metal Sonic to collide and clash with him. _'Well, Spidey, sounds like our adventures have only just begun.' _He smirked wildly, looking forward to whatever new, exciting adventures he and Spidey are gonna have in the future.

**BGM End**

* * *

**Avengers Tower, Earth**

Reconstruction on the city has gone smoothly after the mess caused by the Cosmic Egg-Octobot X a week ago, but besides that everything is back to normal in New York. At Avengers Tower, Tony Stark was in his lab typing something interesting on his computer until he was interrupted the excited voice of a spider teenager about to fly through his open window.

"**WOOHOO! This is awesome!" **Spider-Man in a brand-new red and gold skin-tight suit shouted in happiness as he lands inside Tony's lab.

"I take it the Iron Spider Suit met your expectations?" Tony asked Peter, as the webhead takes off the mask of his new suit.

"Met?! Talk about utterly SURPASSING them! This suit rocks!" Peter said, so full of energy and just plain happy he's been given a new armor built by Tony Stark himself.

"You're welcome, kid. That armor is some of my finest work yet. Think of it as a gift for helping save the world a week ago, and to replace your other armor that got blasted back then." Tony replied, smiling as well.

"Thanks, Tony. So does this mean I'm an Avenger now?" Peter asked casually.

"When you turn 18." Stark replied nonchalantly.

"Whaaat? Why? I thought I proven myself." Peter asked, wondering how after all this time, and even helped save the world not too long ago, he's still not appointed a full-time Avenger right now.

"You did. But we think you might need just a _little _more experience. Y'know, a little more mentoring. Some more leadership skills. Teamwork, that's a big one…you could be a real asset to the team. I'm sure a year's time is enough to give you all of that, wouldn't you say?" Tony asked his pupil.

"I understand. You're right. There are some things I still need to learn." Peter replied.

"Live and learn. That's a song I've been hearing about lately for some reason." Tony quipped.

"It sounds great." Peter quips as he presses a button on his Iron Spider Suit to turn it into a backpack for him to carry on his back. "Gotta go. Promised to hang out with Aunt May today."

"See ya, kid. Tell her I said hi." Tony waved.

"Bye, Tony!" Spidey shouted as he jumps out of a window and swings into the city. With Spider-Man out, Tony can finally go back to his computer to continue working on his little "project". The details aren't much, but it seems to be about a forming a special team of Avengers, with the only candidates selected so far are Spider-Man, Sonic the Hedgehog, and Tails, all listed under the title "Dimensional Avengers Initiative".

* * *

**Manhattan, New York City**

'_More experience, huh?'_ Spidey asked himself as he enjoys himself swinging through the peaceful skies of Manhattan. _'Told me it'll take me a year to get that kind of experience. Considering this is my life we're talking about, it'll probably all happen in a week. No time to worry about that stuff. I have lunch with Aunt May in the next 30 minutes, and I got some homework to catch up on since I was stuck on Mobius at the time. Why can't my life be as free as the wind like Sonic's? He seems to have it easy. Then again, his life involves trashing robots and the occasional monster of the week. Guess both our lives aren't that easy, huh?'_ He joked.

**BGM-Sonic Adventure OST-Theme of Tikal**

'_It won't get any easier, I can confirm that.' _The same voice that just talked to Sonic startled Peter mid-swing with her psychic powers that allows her to hear his thoughts.

"It's that voice again! Who are you?!" Peter asked, startled.

'_Isn't the real question: Who? Are? You?' _The mystery voice lady laughed ominously.

A mysterious purple fog suddenly envelops Spidey during his swing to transport him into another place, some pocket dimension that is dark and quiet. "Where am I?" Peter asked himself.

"You're in MY place now, Spider-Man…"

Peter turns around to see an old lady with a white spider-emblem painted on her chest sitting in a chair that has a web construct behind it, "Or should I call you Peter Parker?"

"How do you know who I am?" Peter asked the old woman.

"I know many things about you, Mr. Parker. It is thanks to that is how I helped you and Sonic during your last adventure or how I gave your Aunt May the clue of her nephew's biggest secret." The mystery woman replied.

"How DO you know so much about me? About them? I want some answers!" Peter demanded.

"You will get them. Now, sit down." She offered him a seat.

"I'll stand, thanks." Peter denied her kind offer, not trusting this woman.

"It is usually a good idea to have a seat, when your world is about to be turned upside down." With a snap of her fingers, this entire dimension flips exactly upside down to Peter's surprise as the boy falls to the now down-up floor while the mystery woman didn't move at all.

"Huh?" Peter hops back up, utterly confused what's going on.

"My name is Cassandra Webb, also known as 'Madame Web'. You are about to embark on a period of training for a few missions 'I' will soon require of you." The newly-introduced Madame Web told Peter.

"The only thing _I'm _embarking on is a trip out of here." Peter said, having no time for Web's nonsense as he walks away from her.

"Parker! This is 'one' situation you CANNOT crawl away from." Madame Web uses her mysterious telekinetic abilities to effortlessly lift Peter and fling him to a web that suddenly appeared behind him. "In order to succeed in these missions, you must overcome the current you that threatens to end your career." She said while snapping her fingers to free Peter from the web and drop him to an open chair.

"What do you need me for? You obviously have powers of your own." Spidey asked.

"Powers are nothing. More important is your tendency to 'question' yourself. THAT is an interesting quality. Tedious, but interesting." Web replied, using just one finger to move Peter on his chair closer to her table of cards. She picks out three in particular and throws them for Peter to catch, "These are your cards. They represent the people that will aid you in your first course of training."

"I recognize some of these guys…" Peter looks at the three cards in his possession that reminds him of people he knows: One of them wears a green jumpsuit with a _fist of iron _that can level a mountain. The other is a master in Kung Fu and reminds him of Jackie Chan for some reason. And the third is a _wandering warrior _from another Earth he has crossed over a few times whenever their two universes collide to stop a great evil.

Peter looks back at Madame Web after looking at the cards, "You want me to train with these guys? I'll never survive. One of them can punch a mountain with his fist. Then again, I've always wanted to learn a Hadoken."

"I have already informed them and they were most honored to accept training you immediately. Be wary, Spider-Man, as you are the chosen one. It is your destiny…" Madame Web said with total ominous as her mist envelops Peter once again and takes him back to regular ol' New York.

"What the heck was that all about? Chosen one? Destiny? Well whatever it is, I'm sure I could handle it. And if not alone, then there's always that blue hedgehog I have on speed dial." Spidey joked, shooting out a webline to swing on as he ponders these thoughts, wondering what the future will have for him and Sonic.

**BGM End**

* * *

**SHIELD Headquarters, The Triskelion**

**BGM-Breath of Fire 3 OST-Dragon Slayer**

The Triskelion is the island headquarters of SHIELD, located between Manhattan and Brooklyn. The Triskelion took a bit of damage during the recent crisis involving Doc Ock and Eggman. Some prisoners escaped during the mayhem but thankfully SHIELD, as well as the assistance of the Freedom Fighters during their short time in this dimension, brought them back to justice. Most of them, that is.

"Still no sign of him?" Nick Fury asked his 2nd in command, Maria Hill, from his office regarding the recaptured criminals, but more importantly one VERY dangerous madman that's seemingly on the loose.

"No, sir. We've checked everywhere, but haven't got the faintest clue where he is." Hill replied.

Fury puts his hands together as his elbows touch the desk, "Should've known 'he' would be the most difficult to find. Wonder what that 'hothead' is doing right now?"

"It can't be good, I'm sure." Hill replied.

Their conversation was interrupted by a holographic pop screen from Agent Phil Coulson. "What's the problem, Coulson?" Fury asked his favorite agent.

'_I just got a report several trucks full of ISO-8 was ambushed in the past hour and was taken away without a trace. Sir, what are your orders?' _Coulson informed two of news that definitely don't bode well.

"Investigate who took the ISO-8 and bring that maniac in. We're still cleaning up the mess Doc Ock and Eggman left for us thanks to their 'genius' playing around with a Cosmic Cube." Fury ordered the bald agent.

'_Understood. Coulson out.' _He then went offline, leaving Fury even more worried when it looks like he's not.

"It's gotta be him. I'm sure of it. He's ALWAYS been a tricky one. And recently he's become more dangerous thanks to his mutation. Can't imagine what a maniac like him would do with ISO-8 now that we're aware of their true capabilities. A power that could rival a Cosmic Cube, perhaps surpass it. And with all that ISO-8 he stole and thensome, it's possible that could happen." Fury said, cupping his worried hands together, still referring to this 'mystery maniac' as a pronoun.

"If Osborn is on the lose again, should we mobilize units around Parker?" Hill asked, now calling the madman by ONE of his names. Osborn. Norman Osborn. Or more famously, the Green Goblin.

"If we do our jobs, Parker will never even know this happened." Fury replied.

* * *

**Unknown Location**

Unknown to everyone, including Peter Parker, the crazy genius Norman Osborn is hiding somewhere deep underwater in a destroyed, but somehow fully functional Helicarrier that crashed months ago. Osborn is seen in a lab of boxes full of ISO-8. He grabs a couple by random, doesn't matter what color they are, and drops them next to some notes with equations and other calculations about his "Goblin Formula", or "OZ Formula" he prefers to call it. These notes talk about the effects of combining ISO-8 and the Goblin Formula together to create something utterly dangerous. 'Immortality'. 'Ever-evolution'. 'Cosmically divine power' that would make a person such as evil and crazy as him smile creepily.

"Time…to get to work." Osborn smiled with a scary look, quickly amplified with eyes lighting up in flames and then a maniacal laughter that quickly turns monstrous, _**"Mwahaha! AHAHAHAHAHAHAHA!"**_

**BGM End**

* * *

**KFX Here: Like I said before, don't expect a "Battle for Remnant RX" anytime soon. Remember, that story is massive. Bigger than any of my other stories. And there are gonna be a lot of corrections. Right now, I want to focus starting the United Heroes Adventures series. Hope you guys enjoyed this remake. I am so glad I rewritten this story. It NEEDED the polishing. Take care and see ya later.**


End file.
